Annual Report 2009
Transcription
Annual Report 2009
3 Financial and operational highlights 4 Corporate officers 6 Directors’ Report on Operations 8 Gruppo Poste Italiane Consolidated financial statements 2009 Poste Italiane SpA Separate financial statements 2009 98 232 4 FINANCIAL AND OPERATIONAL HIGHLIGHTS Results of operations Gruppo Poste Italiane 2007 2008 2009 15,820 15,907 17,456 (€m) 2009 Revenues and earned premiums 9,841 Poste Italiane SpA 2008 2007 9,826 9,809 of which: 5,537 5,483 5,210 Postal Services 4,709 4,953 5,019 4,500 4,539 4,796 Financial Services 5,039 4,781 4,709 5,541 5,535 7,112 Insurance Services n/a n/a n/a 242 350 338 Other Services 93 92 81 1,777 1,470 1,599 Operating profit 1,399 1,239 1,588 843.6 882.6 904.0 Profit/(Loss) for the year 737 721 704 11.2% 9.2% 9.2% R.O.S. 14.2% 12.6% 16.2% 2.3% 1.8% 1.8% 2.7% 2.4% 3.1% 63.8% 46.8% 39.8% 38.2% 42.5% 59.0% (*) R.O.I. (**) R.O.E.(***) n/a: not applicable (*) ROS (Return on Sales) is the ratio of operating profit to revenues and earned premiums. (**) ROI (Return on Investment) is the ratio of operating profit to average operating assets. Operating assets equal assets less investment property and non-current assets held for sale. (***) ROE (Return on Equity) is the ratio of profit before tax to equity for the two comparative periods. Financial position Gruppo Poste Italiane 31 Dec 07 31 Dec 08 31 Dec 09 3,073 3,422 4,575 261 (684) (1,338) 3,334 2,737 3,237 (€m) 712 Equity 4,077 3,089 Net (funds)/debt (472) 9 876 Net invested capital 3,605 3,098 3,786 Other information Gruppo Poste Italiane 2007 2008 2009 611 Poste Italiane SpA 31 Dec 09 31 Dec 08 31 Dec 07 2,910 Poste Italiane SpA 2008 2007 (€m) 2009 Investment during the period 471 654 567 capital expenditure 454 636 549 financial investments (equity investments) 17 18 18 148,550 152,311 152,474 513 of which: 608 712 507 3 0.3 6 155,732 152,074 155,734 Average workforce (*) Certain amounts for 2008 have been reclassified in order to ensure comparability across the two years. (*) The average workforce (shown in full-time equivalent terms) includes the flexible workforce and excludes seconded and suspended staff. Operational highlights for Poste Italiane SpA 31 Dec 07 31 Dec 08 31 Dec 09 34,741 Operational data (€m) Current accounts (average for the period) 36,157 33,723 Post Office Savings Books 76,287 81,801 91,120 184,136 185,543 192,618 Interest-bearing Postal Certificates Other indicators Number of outstanding current accounts (€000) Number of Post Offices Levels of service Priority mail Poste Italiane | Annual Report delivery within 1 day 5,230 5,383 5,526 13,944 13,991 13,992 2007 2008 2009 88.2% 90.6% 90.7% 5 GRUPPO POSTE ITALIANE Total revenues – Operating segments 2007 32.3% 26.2% 39.3% 2.2% (€m) Postal Services Financial Services Insurance Services Other Services Total 2008 30.8% 25.7% 40.7% 2.7% 2007 5,553 4,505 6,750 379 17,187 2008 5,506 4,595 7,268 484 17,853 2009 26.0% 24.7% 46.7% 2.6% 2009 5,227 4,964 9,376 531 20,098 08 vs 07 -0.8% 2.0% 7.7% 27.7% 3.9% 09 vs 08 -5.1% 8.0% 29.0% 9.7% 12.6% Revenues, income and earned premiums – Operating segments 2007 35.0% 28.4% 35.0% 1.5% (€m) Postal Services Financial Services Insurance Services Other Services Total 2008 34.5% 28.5% 34.8% 2.2% 2007 5,537 4,500 5,541 242 15,821 2008 5,483 4,539 5,535 350 15,907 2009 29.8% 27.5% 40.7% 1.9% 2009 5,210 4,796 7,112 338 17,456 08 vs 07 -1.0% 0.9% -0.1% 44.6% 0.5% 09 vs 08 -5.0% 5.7% 28.5% -3.4% 9.7% POSTE ITALIANE SPA Market revenues 2007 45.2% 2.4% 51.6% 0.9% (€m) Mail and philately Express Delivery, Logistics and Parcels BancoPosta Services Other Revenues Total (*) (*) 2008 44.4% 2.2% 52.4% 1.0% 2007 4,126 218 4,709 81 9,134 2008 4,045 202 4,781 92 9,120 2009 42.1% 1.9% 55.0% 1.0% 2009 3,852 175 5,039 93 9,159 08 vs 07 -2.0% -7.3% 1.5% 13.6% -0.2% 09 vs 08 - 4.8% -13.4% 5.4% 1.1% 0.4% Market revenues do not include publisher tariff subsidies and Universal Service Obligation (USO) compensation, totalling 682 million euros (706 million euros in 2008) Corporate officers Annual Report Board of Directors (1) Chairman Deputy Chairman Chief Executive Officer and General Manager (2) Directors Giovanni Ialongo Nunzio Guglielmino Massimo Sarmi Roberto Colombo Mauro Michielon Board of Statutory Auditors (3) Chairman Auditors Alternates Silvana Amadori Ernesto Calaprice Francesco Ruscigno Valerio Amici Antonio Musella Magistrate appointed by the Italian Court of Auditors to audit Poste Italiane (4) Bartolomeo Manna Independent Auditors(5) PricewaterhouseCoopers SpA 1. The Board of Directors, which was elected by the General Meeting of 29 May 2008, has a term of office of three years, which will expire on approval of the financial statements for 2010. The Board of Directors’ meeting of 9 June 2008 elected the Deputy Chairman and Chief Executive Officer (CEO). 2. The appointment as General Manager was approved by the Board of Directors’ meeting of 24 May 2002. 3. The Board of Statutory Auditors was elected by the General Meeting of 14 May 2007 and has a term of office of three years, wich will expire on approval of the financial statements for 2009. 4. The functions were assigned by the Council of the Presidency of the Court of Auditors, in its Resolution of 8-9 November 2006, with effect from 1 January 2007. 5. Appointed by the General Meeting of 14 May 2007 for three years. Director’s Report on operations 2009 Annual Report 2009 5 11 1. Corporate governance 2. Organisation 2.1 Organisational structure of Poste Italiane Spa 2.1.1 Private customers 2.1.2 Business customers 2.1.3 Postal services 2.1.4 Other business units 2.1.5 Corporate functions 2.2 Structure of Gruppo Poste Italiane 3. Financial review 3.1 Risk management for the Group and Poste Italiane Spa 3.2 Operating results 3.3 Financial position and cash flow 4. Areas of business 4.1 Postal services 4.1.1 Commercial offering 4.1.2 Operating results 4.2 Financial Services 4.2.1 Commercial offering 4.2.2 Operating results 4.3 Insurance services 4.3.1 Commercial offering 4.3.2 Operating results 4.4 Other services 4.4.1 Commercial offering 4.4.2 Operating results 5. Distribution channels 5.1 Retail/Sme 5.2 Business and Public Sector 5.3 The Contact Center and the Internet 6. Human resources 6.1 Workforce 6.2 Training and Corporate Social Responsibility 6.3 Human resources management 6.4 Industrial relations 6.5 Labour disputes 7. Investment 7.1 Financial Investments 7.2 Capital Expenditure 7.2.1 IT and telecommunications networks 7.2.2 Restyling and upgrade of post offices 7.2.3 Postal logistics 8. The environment 9. Events after 31 December 2009 10. Outlook 11. Other information 12. Board of Directors’ proposals to shareholders Appendix – Key performance indicators for principal Gruppo Poste Italiane Companies Glossary 12 21 21 23 25 25 27 28 28 29 29 33 41 47 48 50 55 58 60 63 65 66 66 67 67 70 73 73 74 74 76 76 78 79 80 81 82 82 82 82 84 84 85 86 87 90 91 92 96 12 1. CORPORATE GOVERNANCE This section takes the place of the Corporate Governance Report required by art. 123-bis of Legislative Decree 58/1998 (the Consolidated Law on Finance), having regard to the disclosures required by paragraph 2.b1. Poste Italiane SpA is 65% owned by the Ministry of the Economy and Finance and 35% owned by Cassa Depositi e Prestiti SpA. General Meetings of shareholders are held periodically to vote on matters reserved by law to shareholders. The governance model adopted by Poste Italiane SpA is based on the traditional separation of the functions of the Board of Directors and those of the Board of Statutory Auditors. Responsibility for accounting controls has been assigned to an auditing firm. The Board of Directors consists of 5 members and meets once a month to examine and vote on resolutions regarding the operating performance, the results of operations, proposals relating to the organisational structure and transactions of strategic importance. The Board met 11 times during 2009. The Chairman exercises the powers assigned by the Articles of Association and those assigned to him by the Board of Directors’ meeting of 2 November 2009. In implementation of the 2008 Budget Law and subsequent additions, the Extraordinary General Meeting of shareholders, held on 28 September 2009, introduced a number of amendments to the Articles of Association. These included that “subject to approval of a shareholder resolution regarding delegable powers, the Board of Directors may grant the Chairman executive powers, establishing the exact scope of such powers and any compensation, pursuant to article 2389, paragraph three of Italian Civil Code” (art. 19 of Law 102 of 3 August 2009). The Ordinary General Meeting held on 2 November 2009 thus authorised the Board of Directors to grant executive powers to the Chairman in respect of the following matters: communication and Government relations, international relations and legal affairs. The Deputy Chairman acts for the Chairman in the event of his temporary absence or impediment. The Chief Executive Officer (CEO) and General Manager, to whom all key departments report, has full powers for the administration of the Company across the organisational structure, with the exception of powers reserved to the Board of Directors: • the issue of bonds and the assumption of medium/long-term borrowings of amounts in excess of 25,000,000 euros, unless otherwise indicated in specific resolutions passed by the General Meeting or the Board of Directors itself; • strategic agreements; • agreements (with ministries, local authorities, etc.) involving commitments in excess of 50,000,000 euros; • the incorporation of new companies, and the acquisition and disposal of equity holdings; • changes to the Company’s organisational model; • the purchase, exchange and disposal of properties with a value of more than 5,000,000 euros; • the approval of regulations governing supplies, tenders, services and sales; 1. Not having issued shares traded on regulated markets or multilateral trading systems, the Company has elected to take up the option, provided for by paragraph 5 of art. 123-bis, of not publishing the disclosures referred to in paragraphs 1 and 2, with the exception of those required by paragraph 2.b. Poste Italiane | Annual Report 1. Corporate governance 13 • the appointment and termination of the Manager responsible for financial reporting, as proposed by the CEO and with the prior approval of the Board of Statutory Auditors, including the granting of adequate resources and powers. The Board of Directors also examines and approves the long-term business plans and annual budgets prepared by the CEO, approving strategic guidelines and directives for Group companies proposed by the CEO. The Board must approve the CEO’s proposals regarding the exercise of the Group’s vote at the extraordinary general meetings of subsidiaries and other investee companies. The Board of Statutory Auditors has 3 active members appointed by the General Meeting. Pursuant to art. 2403 of the Italian Civil Code, the Board verifies compliance with the law, the articles of association and with correct corporate governance principles, also verifying the adequacy of the organisational structure and administrative and accounting systems adopted by the Company and their functionality. The Board met 22 times during 2009. The General Meeting appoints a registered auditing firm to audit the Group’s accounts, as required by art. 2409-ter of the Italian Civil Code. The appointed firm must also be enrolled on the Register held by the CONSOB. The engagement is for a three-year term and the current contract is due to expire on approval of the financial statements for 2009. The accounts of Poste Italiane’s larger subsidiaries are audited by an independent firm of auditors (wherever possible, the same firm as the one used by the Parent Company), whilst audit procedures at smaller subsidiaries are the responsibility of their boards of statutory auditors. On 22 January 2010 the Italian Cabinet approved measures (a legislative decree) implementing EU Directive 2006/43/EC, which governs the statutory audits of annual and consolidated accounts, whilst awaiting publication in the Official Gazette. In accordance with this legislation, Poste Italiane qualifies as an “Entity of Public Interest”. The Board of Directors has established a Remuneration Committee, which is responsible for making proposals to the Board regarding the remuneration of executive directors. In accordance with Law 259 of 21 March 1958, which requires parliamentary scrutiny of the financial management of agencies to which the State contributes on an ordinary basis, Poste Italiane SpA is subject to controls by the Italian Court of Auditors, which examines its budget and financial management. The controls consist in ascertaining the legitimacy and regularity of management activities, as well as of the operation of internal controls. Internal control system Poste Italiane SpA’s internal control system consists of a systematic body of rules, procedures and organisational structures, which aim to prevent or limit the consequences of unexpected events and enable the Company to achieve its strategic and operating objectives, comply with the relevant laws and regulations and ensure the fairness and transparency of internal and external reporting. In this context, the Internal Auditing department assists the organisation in the pursuit of its business and governance goals, supporting executives and management through its independent and objective professional contribution. The department is responsible for monitoring and making improvements to the Company’s control and risk management Directors’ Report on Operations 14 processes and its corporate governance. The Board of Directors’ meeting of 27 April 2009 approved an updated role for the Internal Auditing department. The scope of the Internal Auditing department’s work has progressively expanded to include all of Poste Italiane's principal processes (as determined through risk analysis), thus assuring assessment of the adequacy of the design and functioning of the internal control system on the basis of an integrated approach in support of, among others, the Manager responsible for financial reporting appointed in accordance with Law 262/05 (as described in greater detail below) and the Audit Plans drawn up by the Supervisory Board. Audits were conducted in 2009 with the objective of facilitating the generation of synergies with respect to the approaches of various areas of operation for the adoption of organisational and technological solutions in continual improvement of operating efficiency, and to bolster the governance system of the Company’s and the Group’s processes. Annual planning focused on broad-based, organisationwide processes for the improvement of key business processes with respect to both operations and control. Another of the Internal Auditing department's objectives was the full evaluation of second-level internal controls carried out by both management as well as specific specialist corporate functions (e.g., Management Control, Security), in order to integrate findings and provide an overall assessment of internal control systems. In order to incorporate changes in legislation and risks into the model pursuant to Legislative Decree 231/01, the Board of Directors approved an Organisational Model for Poste Italiane SpA at its meeting of 22 February 2010 that replaced the model previously approved by the Board of Directors on 23 March 2009. The Company also renewed the Supervisory Board set up in response to the legislation, following expiry of the term of office of the previous Supervisory Board. It appointed three members with proven experience who satisfy the requirements for Board Directors in respect of integrity, professionalism and independence. Poste Italiane SpA's direct subsidiaries have also adopted their own Organisational Models for the purposes of Legislative Decree 231/01, which is monitored by the Supervisory Boards appointed by the subsidiaries. Finally, at its meeting of 28 September 2009, the Board of Directors approved a Group Suppliers and Partners Code of Conduct complementing the Group's Code of Ethics. The existing risk management and control system for financial reporting pursuant to art. 123 bis, paragraph 2, letter b of the Consolidated Law on Finance. Consistent with standard "COSO”2 methodology as adopted by Poste Italiane, the risk management and internal control systems relating to financial reporting3 are an integral part of the system described above for all of those components that, with reasonable certainty, assure the reliability, accuracy and timeliness of financial reporting. The qualities of these systems (the "System"), however, are not treated as separate elements but rather as parts of a whole. Further to the information provided above on the Company, the identity of Poste Italiane’s shareholders, the model of corporate governance and the resultant implications, such as being audited by the Court of Auditors, it should be noted that the Group operates in multiple sectors (postal services, banking, insurance and telecommunications), each of which is subject to specific supervisory and regulatory regimes as implemented by the respective regulators (including the 2. The Committee of Sponsoring Organizations of the Treadway Commission (COSO) defines the system of internal control “as a process, effected by an entity’s board of directors, management and other personnel, designed to provide "reasonable assurance" regarding the achievement of objectives in the following categories: effectiveness and efficiency of operations; reliability of financial reporting; and, compliance with applicable laws and regulations”. 3. Financial reporting means all accounting information and data appearing in the annual separate and consolidated financial statements, the half-year condensed financial statements and all other information relating to the results of operations, financial position and cash flows released to the public, which has been extracted from ledgers and accounting records. Poste Italiane | Annual Report 1. Corporate governance 15 CONSOB, the Bank of Italy and ISVAP). In addition, Poste Italiane's operating structure is basically characterised by the existence of multiple corporate functions and Group companies, engaged in product development, and a widespread, capillary network throughout Italy. Public Sector entities form a significant customer segment. As a result, Poste Italiane's financial reporting reflects the size of its business, involving a high number of transactions that are largely executed by employees spread across Italy, who input accounting data through information systems that automatically validate input primarily with respect to certain major contracts and agreements, rates or investment yields on government securities. Protagonists, roles and responsibilities In addition to corporate bodies and internal auditing and control functions (described above), the Manager responsible for financial reporting, appointed pursuant to Law 262/054 by the Board of Directors, and who is also the Chief Financial Officer, is responsible for the establishment of administrative and accounting procedures and, together with the CEO, certifies their effectiveness and functionality, in addition to the accuracy and correctness of the financial reports which he oversees. The position has also been created for those subsidiaries, which contribute a significant share of the Group's consolidated net assets, income and cash flows5. Furthermore, a number of Poste Italiane's corporate functions are involved in different aspects of the system of internal control, with varying roles and responsibilities depending on their classification into three levels, which is also reflected in the structure of monitoring activities described below: Line or first-level controls Poste Italiane's corporate functions are each responsible for the System's application, thus assuring the execution of line or first-level controls as required by the previously cited administrative and accounting procedures. The Head of the Chief Information Office plays a role of prime importance in this connection, since he is responsible for the IT systems that support financial reporting and is required, at least once a year, to provide the Manager responsible for financial reporting with an attestation regarding the reliability of the system of internal controls as regards information office; Second-level controls The Poste Italiane functions responsible for risk management and control, in addition to determining the method for the recognition and measurement of risk consistent with corporate objectives, report their findings to the Manager responsible for financial reporting, in accordance with mutually agreed procedures and timing. The main functions are: • Corporate Protection Risk Analysis and Evaluation, which, among other things, supports Group Management with respect to operational risk analysis, assessment and management; • Risk Management, which, with respect to Poste Italiane's financial risks and BancoPosta's management and operational risks, is, among other things, responsible for the development of assessment and measurement techniques for these types of risks, in addition to recommending action plans for their mitigation; 4. Poste Italiane has been classified, pursuant to Legislative Decree 195/2007, as a listed issuer registered in Italy, since 1 January 2008. Consequently, the Company is subject, where applicable, to Legislative Decree 58/1998 (the Consolidated Law on Finance), particularly with respect to articles 154-bis and 154-ter, as amended by the aforementioned Legislative Decree 195/2007, regarding financial reporting. Therefore, the position of Poste Italiane's Manager responsible for financial reporting, introduced in 2007 with an amendment to the Articles of Association reflecting a voluntary decision made by the shareholders, has become a legal obligation. This has entailed the assignment of additional duties and responsibilities, thereby modifying the process of adaptation undertaken by the Company since the Manager's appointment. These modifications were approved by the Board of Directors on the recommendation of the CEO, following mandatory consultation with the Board of Statutory Auditors. 5. Poste Vita, SDA Express Courier and Postel. Directors’ Report on Operations 16 • Compliance, which, among other things, assures the effective identification and assessment of the risk of BancoPosta's non-compliance with regulatory requirements and works together with the relevant units to determine the action required to mitigate these risks; Third level controls • Internal Control/Internal Auditing reports to the CEO with a functional reporting line, through the Chairman, to the Board of Directors. It supports the Manager responsible for financial reporting through continual quality assurance of the design and functioning of controls over accounting procedures that form the basis of financial reporting. Given the department’s organisational independence and autonomy, it is in a position to evaluate the adequacy of the design and effective application of administrative-accounting control procedures. Its work is based on an audit plan that covers existing procedures, in addition to incorporating any audit tests specifically requested by the Manager responsible for financial reporting, with whom methods and audit criteria are agreed. Audit findings are promptly reported to the Manager responsible for financial reporting in an agreed manner and format and are reported at least every six months to the Board of Directors through the Chairman; • BancoPosta's Internal Auditors coordinate their activities with Internal Control/Internal Auditing to assure adequate periodic reports to the Manager responsible for financial reporting on the evaluation of the functionality of all systems of internal control for which they are responsible. Finally, Group Companies have established and maintain their own systems of internal control over financial reporting, the effective application of which is assured by certain of those companies through a manager responsible for financial reporting. Each company specifically assures the correctness of financial information and the reliability of any additional information for annual and interim consolidated financial statements and the report on operations. Certain of the companies also have Auditing, Risk Management and Compliance units similar to those of the Parent Company, thus replicating the same internal control structure. Principal characteristics of the Poste Italiane System Generally the System embodies "cross-functional" components across Company and/or Group processes and operations (job descriptions, powers and delegations, etc.) and the individual processes used for financial reporting. In accordance with the principles adopted by Poste Italiane, the System consists of the following components: Control Environment, Risks and Control Activities, Information and Communication and Monitoring. Control environment: the general environment in which Poste Italiane's staff perform their duties. It encompasses integrity and other of Poste Italiane's ethical values, its organisational structure, system of attributing and exercising authorities and responsibilities, the segregation of duties, staff management and incentive policies, personnel competence and, more in general, its Corporate "culture". Other factors characterising the control environment at Poste Italiane, which are of particular importance for the internal control system applied to financial reporting, are primarily: • Organisational Models pursuant to Legislative Decree 231/01 described above and the relevant corporate procedures. One of the internal controls foreseen by legislation is the segregation of duties, which is applied in accordance with the importance and nature of the relevant activity in order to avoid organisational over-concentration of powers and the need for additional controls, even after taking the geographical dispersion of activities throughout Italy into account. The Poste Italiane | Annual Report 1. Corporate governance 17 segregation of duties is of fundamental importance for certain activities, regardless of their effects on financial reporting, for the safeguarding of assets and, in general, fraud prevention; • the Group's Code of Ethics, as supplemented by the Group Suppliers and Partners Code of Conduct, which protect Poste Italiane against litigation and court orders arising from breaches of trust; • the organisational structure of Poste Italiane and Group companies as reflected in organisational charts, service orders, organisational notices and procedures, which determine the duties and responsibilities of corporate functions; • the system for delegating powers, which entails the delegation of powers to the heads of the various functions with respect to their activities, by the granting of special powers of attorney to specific persons; • the Group's Interrelations Map, which incorporates a system of behavioural and technical rules guaranteeing the standard application of corporate governance through coordination of decision-making processes regarding aspects, issues and activities of strategic interest and/or importance, or whose impact may involve significant financial risks for the Group; In addition to the above, and of a more general nature, an in-house set of standards and principles has been developed for the regulation and implementation of the position of the Manager responsible for financial reporting. Specifically: • Guidelines for the Manager responsible for financial reporting, as reported to the Board of Directors, which determine the powers, resources, duties and relationship of the Manager with corporate and control bodies, corporate functions and Group companies, in compliance with the Articles of Association. The Guidelines are consistent with the standards of the Italian association of chief executive and financial officers (Associazione nazionale direttori amministrativi e finanziari or "ANDAF"). The Guidelines require that the Manager responsible for financial reporting be selected from among the Company’s managers and have senior management responsibilities. The Manager must have direct responsibility for administrative, accounting, tax and management control units. The Manager’s appointment may only be revoked for due cause. Finally, the Manager must be given full and unfettered access to all corporate information deemed relevant for the pursuit of his duties; • the Financial Reporting Model of Governance and Control (the "Model") issued by the Manager responsible for financial reporting, together with the head of Human Resources and Organisation, which sets out the method of coordination, within the Group, of processing, preparing and controlling accounting records, in addition to the principles applied by Poste Italiane for the establishment and maintenance of suitable internal controls over financial reporting. The Model incorporates the “COSO Report” recommended by Confidustria in the guidelines for the duties of the Manager for financial reporting, pursuant to art. 154 bis of the Consolidated Law on Finance and by ANDAF in a position paper on the manager responsible for financial reporting, entitled "Il Dirigente Preposto alla redazione dei documenti contabili e societari”. As required by the Model, the Manager has developed and distributed "Procedural and Operational Guidelines" throughout the Group, describing the analytical criteria, operational procedures and a selection of instruments to be used in one way or the other by the functions and personnel involved in the implementation, verification and revision of the System. The objective of the document is to provide guidance on the practical implementation of the methodological principles adopted. The Manager responsible for financial reporting has developed procedures based on these principles that regulate Poste Italiane's administrative and accounting processes and the related controls described below. Finally, the Chief Financial Officer (the Manager responsible for financial reporting) is invited to attend meetings of the Directors’ Report on Operations 18 Board of Statutory Auditors and is a member of the Supervisory Board's Technical Secretariat, thus assuring a reciprocal and effective exchange of information. He is also a member of the Finance Committee and chairs the Financial Risk Committee. The Finance Committee has a consultative function and provides strategic guidance to and supervision of Poste Italiane and the Group in addition to the development of "Operational Guidelines for Financial Management" for approval by the Board of Directors, whereas the Financial Risk Committee assesses and monitors the Group's overall exposure to financial risks, and verifies compliance with the Operational Guidelines for Financial Management. Risk and control: Poste Italiane identifies and analyses risk through a structured process, which is implemented and supported by various corporate functions that are strictly complementary to each other. A detailed description of risk management is contained in the section "Risk Management for the Group and Poste Italiane SpA" and note 3 of both the separate and consolidated financial statements for financial risks in the strictest sense of the term (credit, interest rate, liquidity and counterparty risk, etc.). It should be noted, in that connection, that Poste Italiane uses certain consolidation methods that permit the integrated and synergistic assessment and management, at Group level, of the principal risks inherent in its business processes. As explained above with respect to Corporate Protection Risk Analysis and Evaluation and BancoPosta Risk Management, corporate functions complement each other with respect to support for other corporate functions and Group companies, in as far as operational risk analysis, assessment and management is concerned. The method used is based on Management's risk control self-assessment. BancoPosta's Risk Management uses that method, which was developed through the dissemination of specific models and guidelines, for assuring compliance with regulatory requirements for the providers of banking services. BancoPosta also has a specific organisational unit for the establishment and revision of a procedural system consistent with its sector's relevant regulatory requirements. Poste Italiane also has specific organisational units to assure its assets and data are safeguarded. Their work in this connection entails both the detection of internal and external (e.g., theft) criminal acts, preventative measures, the development of policy and procedures and the analysis of potential vulnerability and critical events, above all in connection with data protection. The assessment of the risk of errors in financial reporting is carried out in connection with the development of administrative and accounting procedures. The documents are issued by the Manager responsible for financial reporting in conjunction with Human Resources and Organisation and regulate, among other things, line (first-level) accounting controls of the various corporate functions involved in the preparation of financial statements. The purposes of these procedures are, particularly, to: • regulate administrative and accounting aspects of the relevant processes, through identification of the roles and responsibilities of the functions involved, by defining and describing their activities, the information systems used and the controls required to reasonably assure the correctness and reliability of financial reporting; • provide a method for monitoring by the process owner and independent verification. Poste Italiane | Annual Report 1. Corporate governance 19 The Manager responsible for financial reporting has commenced a rationalisation of these procedures in order to sharpen their focus on controls over certain objectives (the so-called "assertions" of financial statements)6. The phases of the rationalisation are: • the identification or updating, starting from the general ledger accounts and the component captions of the financial statements, of the various processes that, directly or indirectly, relate to the elaboration and preparation of financial reports, by mapping the processes in decreasing order of relevance with respect to quantitative (effect on the income statement and/or financial position and cash flows) and qualitative factors; • the identification or updating, for each process identified, of activities and inter-related administrative-accounting controls with respect to the above-mentioned assertions of financial statements inherent in these processes, which are then formalised as a specific procedure and control. Controls intended to prevent irregularities that can cause errors in financial reporting are then classified as "preventative"; those intended to identify irregularities that have already occurred are "subsequent". A distinction is also made between "manual" and, for those controls made by information systems used for the processes, "automated"; • the assessment, which is conducted at the same time as the previous phase, of the effectiveness of existing controls in the mitigation of the inherent underlying risk of error, which is the inability to achieve one or more assertions of financial statements. In the event that existing controls are found to be inadequate, other so-called "actual" controls are specifically designated to assure the overall adequacy and effectiveness of the system of internal control over the process; • the documentation, for each procedure, of the analysis conducted for the identification and assessment of risks is prepared in the form of a matrix showing how risks and controls are related (the risk-control matrix). The risks are then assessed in terms of their potential effect and probability of occurrence, as shown by quantitative and qualitative variables, on the assumption of no controls; • the verification of the effectiveness and testing of controls by the independent Internal Control/Internal Auditing department, as a part of its annual audit plan, or by the System of Accounting Controls function that reports to the Manager responsible for financial reporting; • periodic reports to the Board of Directors on the state of the System and any planned revisions, including progress on the remedy of areas requiring improvement, at the time resolutions approving draft separate and consolidated annual financial statements and half-year condensed consolidated financial statements are deliberated. The current status of the project is that certain administrative-accounting processes have been identified as important and are currently being tested. As a result of the volume and complexity of underlying factors, certain of the processes are still being finalised. The managers responsible for financial reporting appointed at more important Group companies have also started the same project as the Parent Company, for the revision of controls using the methods advised by the Parent. At the end of each annual and half-year reporting period, each of these Group company managers responsible for financial 6. Existence: the assets and liabilities of the enterprise actually exist and the postings to accounts represent actual occurrences; Completeness: all transactions have been recorded in the financial statements; Claims and Obligations: the assets and liabilities of an enterprise represent the company's claims and obligations; Measurement/Recognition: measurement means that items have been recorded in the financial statements in compliance with the relevant accounting standards (IAS/IFRS) applied in an appropriate and pertinent manner; recognition means that value of transactions is correctly computed, accurately recorded, posted to the ledgers and documented; Presentation and Disclosure: financial statement items are correctly designated, classified and described and, where applicable, analysed and commented on in the notes and are released together with the most recent information needed for a complete representation of the company's earnings and net assets. Directors’ Report on Operations 20 reporting issues a certificate jointly signed by the company's CEO and with the same wording as the Parent Company's, as required by the CONSOB. Compliance with ongoing changes in tax rules and accounting standards is provided by specific technical units under Accountancy and Control. Poste Italiane also participates in technical round-table discussions held by major sector associations and professional bodies on administration, taxation accounting and internal control over financial reporting. There is also a system of in-house certification by Poste Italiane's Chief Financial Officer (the Manager Responsible), which serves as a basis for certificates relating to various aspects of financial reporting. The certificates are issued by the heads of corporate functions and attest to, among other things, the correctness and completeness of accounting records and related reports, in addition to compliance with relevant administrative and accounting procedures. Analogous certificates are also issued by the Group's senior management. Information and communication: Poste Italiane's information flows are supported by information systems that, among other things, collate, classify and record transactions for the purposes of processing as well as preparing and controlling financial reporting. The IT internal control system is based on COBIT methodology7 and covers infrastructure and transversal processes that are typically the responsibility of the Chief Information Office 8 (the so-called COBIT) and the socalled Application Controls over processes that support business. IT Company Level Controls and IT General Controls relate to the processes of development and maintenance planning for hardware and software, the determination of the organisational structure of dedicated units, the acquisition and implementation of IT resources, the provision of services and assistance to users, the monitoring and assessment of objectives. Finally, Monitoring is conducted at various levels that are a function of the roles and responsibilities described above. The Company's earnings and cash flows are also continually monitored through management reports that, as a result of the organisational structure of the Company, are made by the Accountancy and Control function and other corporate functions through their own accountancy and control units. 7. COBIT (Control Objectives for Information and Related Technology) is a set of best practices (framework) for information office management created by the American ISACA (Information Systems Audit and Control Association) and ITGI (IT Governance Institute) to provide an internationally generally accepted measures for the assessment and improvement a company's IT governance and control. 8. IT systems relating to human resources are under the direct control of Human Resources and Organisation. Poste Italiane | Annual Report 1. Corporate governance | 2. Organisation 21 2. ORGANISATION 2.1 ORGANISATIONAL STRUCTURE OF POSTE ITALIANE SPA Poste Italiane SpA’s organisation breaks down into the following business and corporate functions: Business functions Postal Services Express and Parcels Philately BancoPosta Private Customer Business Customer Corporate functions Purchasing Public Affairs Legal Affairs Corporate Affairs Accountancy and Control External Relations Internal Auditing Finance Real Estate Strategic Planning Human Resources and Organisation Chief Information Office Security & Safety Postal Services, BancoPosta, Express and Parcels, and Philately are responsible for developing the related products and services and managing a part of the operations involved in their supply. Directors’ Report on Operations 22 Postal Services is also responsible for planning and managing the logistics process, and for the provision of new integrated mail services. Private Customer and Business Customer are the commercial channels responsible for developing and managing frontline commercial activities for all customer segments. The Private Customer function is also responsible for the activities of the contact centre. Corporate functions are central departments that manage, control and provide business support services. The Company’s organisational model was modified during 2009, with the aim of simplifying the organisational structure, maximising efficiency and making further progress with regard to speeding up processes. This involved laying the foundations for a gradual, marked differentiation of management and strategic control processes (Corporate in the true sense), business processes and support processes (shared services and the competence centre). With regard to simplification and maximising efficiency, the following developments took place: • the departments responsible for Accountancy and Control for the External Relations, Chief Information Office, Internal Auditing, Security & Safety, Real Estate, Philately and Express and Parcels functions were centralised within Corporate Accountancy and Control, with the aim of obtaining economies of scale and increased specialization, based around shared services and skills teams; • the start of a rationalisation process for Corporate functions; • elimination of the Customer Services and Quality function, with the related activities and staff being transferred to the Private Customer and Strategic Planning functions; this decision, on the one hand, meets the need to adopt an integrated approach via organisational solutions that enable the end-to-end management of pre-sales, sales and after-sales processes, whilst, on the other, strengthening the role of Quality as a highly specialised competence centre, engaged exclusively in guiding and managing the Group’s quality system; • alterations to the geographical structure of the Private Customer function, introduced partly following the union agreement of 16 July 2009, which led to radical changes in the organizational model in order to boost efficiency and growth. Key aspects of the agreement included the geographical reorganisation of branch offices and the restructuring of after-sales and competence centre activities with a view to centralising the related processes. The process, launched last year, of creating specialist distribution channels, with the aim of achieving a better match between the service offering and the related customer segments, was continued and developed. This involved the following changes to the distribution model: • the transfer of responsibility for managing the Large Account customer segment from the Private Customer to the Business Customer function, and the division of responsibility for local government customers between the two functions based on size and the primary customer needs; • redesign of the model for managing business customers within the Private Customer function, through a wide-ranging reorganisation of sales and support activities, involving the switch from a “size-based” approach to one based on selective differentiation by economic sector and separate accounts for high spending customers and the local government customers served by this function. This approach led to an organisational review at both central and local level, the most important results of which were the reinforcement of PosteBusiness offices as the sole channel to be used for this type of customer. Further initiatives involved: • the reorganisation of External Relations and Public Affairs, involving the creation of two first-line functions, “Public Affairs” and “External Relations”, with the aim of achieving more effective (in the sense of more specific and focused) management of relations with Government and public bodies and of external communications processes; • the establishment, within BancoPosta, of the “Process and Procedure Regulation” function to oversee regulatory compliance and apply the guidelines set out by the industry regulator in relation to the application of operating models specifically applicable to the banking sector, where the basis of an effective control system rests on prompt and organic management of the internal processes and procedures involved in providing the products and services marketed to Poste Italiane | Annual Report 2. Organisation 23 customers. This function has also been given responsibility for managing complaints about financial products and services; • the establishment, within the department responsible for Safety & Security, of the Security Room with the aim of strengthening the Company’s security system and ensuring appropriate levels of prevention and management of risks, unusual events and emergencies; • reconfiguration of the Innovation and Project Management Committee, aimed at muting the need to ensure ongoing coordination and monitoring of innovative and strategic initiatives and projects. 2.1.1 PRIVATE CUSTOMERS The Private Customer function manages the commercial front end for all market segments: Retail, SME (SOHO-Small Office/Home Office and SMB-Small to Medium Businesses) and Medium Enterprises. As shown in the table below, the organisation of the commercial network and related operational support processes breaks down into three levels: • Multi-regional Area Offices (referred to as Private Customer Area Offices); • Branch Offices; • Post offices, which from a commercial point of view are classified as central, transit, relations, standard, service or support offices. 31 Dec 2008 Number Private Customer Area Offices Branch Offices Post offices Workforce 31 Dec 2009 Number Workforce 9 3,271 9 2,851 140 5,149 132 4,834 13,991 59,359 13,992 58,651 All workforce data is shown in full-time equivalent terms. As already mentioned, 2009 saw the launch of a reorganisation designed to achieve increased integration of ancillary, support and other shared processes, with the aim of boosting the efficiency and effectiveness of processes and implementing growth strategies based on service quality and value for money. This involved: • the centralisation of administrative activities, which are now handled by 27 administrative Competence Centres as opposed to 53 Accounting Centres, with the aim of improving process performance and the quality of accounting information. Management control activities are also being re-engineered, with centralisation of the tasks carried out at branch offices at 35 specialist centres; • redesign of the after-sales organisational model with the establishment, in 9 regional areas, of complaints management departments, offering greater assistance to post offices and improving the quality of service for customers; • the geographical organisation of Branch offices was modified, involving a reduction in the number of such offices from sixteen to eight, with a view to boosting operating efficiency and providing coverage on a “provincial” basis; • the Customer Service and Quality function was transferred to the Private Customer function, together with responsibility for the Contact Centre, which employs approximately 1,300 people; • staff turnover at post offices, which in 2010 will see an increase in counter staff, by using the internal Job Posting selection system (defined under the union agreement of 13 February 2008). Directors’ Report on Operations 24 RETAIL As well as comprising the main sales channel for postal and financial products and services to retail customers, in small communities post offices are also points of reference for social purposes and public services. Via its network of post offices, the Company also provides a wide range of services to the public on behalf of the Public Sector, including the digitalisation of processes and as a partner for the outsourcing of certain administrative procedures. This form of social support witnessed significant growth in 2009, with an increased number of services provided to both central and local government. Back-office activities are partly carried out at post offices, and partly at 15 specialist service centres (Centralised Service Teams) spread around the country. These centres, which have been created with the goal of streamlining, standardising and speeding up after-sales activities for financial services, also deal with opening current accounts and ancillary services, loan and mortgage approval processes and certain after-sales activities. The above Teams carry out these activities for both retail and business customers (SMEs and Medium Enterprises). In order to improve service quality at post offices and develop the network’s commercial potential, by differentiating service provision activities from those linked to higher value added operations, special “Financial Products” and “PosteBusiness” areas have been created. These spaces are used exclusively to offer the latest in financial products and services aimed at Retail and SMB customers. At 31 December 2009, the number of “Financial Products” areas, managed via a highly advanced reporting system, designed to promptly monitor commercial performance, amounted to 4,750. Finally, during the year the organisational model for Branch and Area Office commercial departments was also revisited, in order to provide more effective customer relationship management and front-end support. This involved changes to the model for managing commercial channels and segments, and improvements to the system for disseminating commercial policies to post office staff. SMB/MEDIUM ENTERPRISE The model for managing the SMB segment is being revisited and all SMB and business customers allocated to the Private Customer function have been included in a single customer category, named “Corporate”9. As a result, the current business sales network will gradually be restructured. Until the previous year, SMB customers were handled by the PosteBusiness channel, which, with around 1,150 outlets, including PosteBusiness Offices10, Specialist Areas11 and Specialist Counters12, offers numerous integrated products and services alongside more traditional services. During 2009 the channel was radically restructured, with the aim of increasing the degree of specialisation within the PosteBusiness network. This was done by concentrating all SMB customers at around 500 physical locations (including Offices and Specialist Areas). At the same time, the initiative will involve the gradual conversion of the specialist counters to traditional services. 9. The “Corporate” segment also includes some local government customers. 10. Offices exclusively dedicated to customers from this segment, either located within central post offices or on a stand-alone basis. 11. PosteBusiness sales areas and counters located in traditional post offices. 12. PosteBusiness counters located in traditional post offices. Poste Italiane | Annual Report 2. Organisation 25 Geographical distribution of post offices and branches Geographical distribution of Area Offices 360 2 372 4 1 1,118 8 1,480 12 984 10 5 475 5 1,030 11 541 4 174 2 2,009 19 71 471 291 2 459 4 856 Lombardy Area Office based in Milan North West Area Office: Piedmont Aosta Valley Liguria Central Area Office 1 based in Florence: Tuscany Umbria 9 494 5 1,051 9 189 2 711 6 856 12 Central Area Office based in Rome: Lazio Sardinia Abruzzo Southern Area Office 2 based in Palermo: Sicily Post offices Branches North Eastern Area O. based in Venice: Veneto Trentino Alto Adige Friuli Venezia Giulia North Central Area O. based in Bologna: Emilia Romagna Marche Suothern Area Office 1 based in Bari: Puglia Molise Basilicata Southern Area O. based in Naples: Campania Calabria 2.1.2 BUSINESS CUSTOMERS The Business Customer function is responsible for Large Company, central government and some local government customers. As mentioned above, with the aim of better tailoring the offering to the needs of the different customer segments, in 2009 the Group revised the criteria for assigning responsibility for the various segments, giving the Business Customer function (renamed the Large Company and Public Sector function in early 2010) direct responsibility for all customers in the above categories, resulting in the transfer of activities and staff from the Private Customer function. On this basis, the organisational and operating model is being altered in order to achieve the main aim of maximising revenue growth, via a reorganisation of the sale force and support activities. 2.1.3 POSTAL SERVICES The Postal Services department is responsible for planning and managing the logistics process13, providing innovative and integrated services and developing and managing the mail services portfolio by identifying new business opportunities, as well as planning, creating and launching new products and services. The logistics network is organised on two levels, the first of which deals with coordination and is represented by Area Logistics Offices responsible for one or more regions, whilst the second is operational and includes sorting centres (mechanical and manual) and urban and provincial Delivery Offices. The Area Logistics Offices coordinate and support the smooth running of logistics within their related areas, where sorting centres are located. Moreover, the network of mail sorting centres is a dynamic and evolving structure, in terms of number and geographical distribution, aimed at adapting to customer requirements and thereby guaranteeing improved quality for postal services as well as provision of new services. 13. Logistics management covers the entire process of collection, transport, sorting and delivery of postal products. Directors’ Report on Operations 26 The Sorting Centres (SC) collect, transport and sort bulk, business, priority and registered mail, using highly automated equipment. One of these centres, the International Sorting Centre in Milan, specialises in handling mail from and to overseas. The current structure of the logistics network revolves around two types of hub: Priority Centres (PC)14 and Delivery Logistics Centres (DLC)15. These centres mark the next step in the evolution of Operating Postal Centres (OPC), which corresponds to the planned rationalisation of the allocation of logistics and operating activities within the areas served by the Sorting Centres, with the transfer of sorting activities from peripheral hubs to the Sorting Centre itself (Area Sorting Centres). 31 Dec 2008 31 Dec 2009 Number Workforce Number 11 1,695 11 1,686 Sorting Centres 23 11,623 22 11,479 Priority Centres 41 3,347 35 2,943 Area Logistics Offices (*) Delivery Logistics Centres Delivery Offices (**) Workforce 35 1,426 42 1,611 4,103 50,641 3,870 50,027 All workforce data is shown in full-time equivalent terms. (*) At 31 December 2009 the geographical distribution is as follows: Piedmont, Aosta Valley and Liguria; Lombardy; Veneto, Trentino Alto Adige and Friuli Venezia Giulia; Emilia Romagna and Marche; Tuscany and Umbria; Lazio, Abruzzo and Molise; Sardinia; Campania; Puglia and Basilicata; Calabria; Sicily. (**) Delivery staff include 42,855 letter carriers and letter carrier supervisors (43,654 at 31 December 2008). Remaining with delivery, the mail delivery innovation project continued, with the start up, as of 31 December 2009, of 853 out of the 932 Distribution Centres envisaged by the project as a whole, in accordance with the guidelines for the new operating model. Rollout of the “Electronic Postman” project, launched in 2008 with the aim of computerising operating processes and preparing a technology platform capable of supporting new business services, was completed in provincial capitals. This initiative has involved approximately 12,000 delivery staff at 241 Distribution Centres. The year also witnessed the launch of the project that envisages the transfer of the activities involved in the delivery of registered mail not delivered during normal delivery rounds, due to temporary unavailability of the addressee (so-called “undelivered mail”), to Distribution Centres located close to the area served by the corresponding post offices. This project has currently been implemented at 95 Distribution Centres. The delivery of legal process in the municipalities of Milan and Reggio Emilia also began, with the appointment of around 100 staff as process agents, in addition to preparations for the launch of this service in 68 provinces in connection with the Equitalia contract. The Postal Services function also designs the service model for and coordinates eleven Service Centres, nine of which provide integrated mail services (including the Integrated Notification Service and the Regularisation of Immigrant Workers), and two Electronic Communication Service Centres, which primarily manage operations relating to a number of online mail services. During the year, management of this business segment was strengthened via operating units called Area Notification Centres, located around the country. Based on a multi-service platform, these centres offer value added services to businesses and Public Sector customers. 14. Logistics hubs acting as collection and transit points for the transport and sorting or mail for next-day delivery (Priority and Raccomandata1 registered mail) originating out of area (Incoming Mail Centres for out-of-area post) and for delivery in the area of responsibility (the city and province in which the Priority Centre is located). 15. Logistics hubs that act solely as collection and transit points for transport. Poste Italiane | Annual Report 2. Organisation 27 Distribution of Area Logistics Offices Distribution of Postal Network SC Piedmont – Aosta Valley – Liguria Lombardy (* ) OPC DLC 3 4 4 4 1 8 Triveneto 3 5 5 Emilia Romagna – Marche 2 2 9 Tuscany – Umbria 2 5 3 2 8 3 1 1 3 2 Lazio (** ) – Abruzzo – Molise Campania Puglia – Basilicata 1 2 Calabria 1 2 - Sicily 2 3 4 Sardinia Total 1 2 1 22 35 42 ( *) Including the International Exchange Centre. (** ) Operating Postal Centres include the Printing Centre at Rome Romanina. The transport network uses both proprietary and leased vehicles operated by the Company, whilst the subsidiaries, Mistral Air SpA and Poste Italiane Trasporti SpA, provide air and land transportation, respectively. Finally, in order to bring the activities involved in analysing and developing the international postal business under one roof, the International Operations function has been created, with responsibility for development of the postal business through agreements with other providers, and for coordinating the logistical, accounting and quality control processes involved in international mail services. 2.1.4 OTHER BUSINESS FUNCTIONS The BancoPosta, Express and Parcels, and Philately functions are centralised departments which – both directly and via a number of Group companies that report to them – create, design and manage the Group’s ranges of postal products and services, financial services, express delivery and parcel services, and philatelic products. These functions also carry out certain operations involved in their areas of business at facilities located around the country, as shown below. BancoPosta operates: • four Unified Service Automation Centres, where the bills paid at post offices are sent and processed; • two Cheque Centres for the processing of cleared cheques. The Express and Parcels function operates two international gateways that enable the international exchange of parcels and express mail items. Directors’ Report on Operations 28 2.1.5 CORPORATE FUNCTIONS Corporate functions work closely with the Business functions in order to provide support across all areas of business with the aim of ensuring the smooth running of the Company. Certain functions (Human Resources and Organisation, Purchasing, Internal Auditing, Chief Information Office, Real Estate and Security & Safety) also have their own local units responsible for the correct operational implementation of guidelines laid down by the respective central functions. 2.2 STRUCTURE OF THE GRUPPO POSTE ITALIANE 100% 100% 100% Postecom SpA Postel SpA 10% 70% Poste Tributi ScpA 10% SDA Express Courier SpA 51% 39% CLP ScpA 5% Mistral Air Srl 100% 15% * Consorzio 70% Poste Contact *** ) ( 50% Italia Logistica Srl 5% PosteTutela SpA 100% Poste Vita SpA Poste Italiane Trasporti SpA 100% Poste Assicura SpA ( 85% Docutel SpA PosteShop SpA 100% BancoPosta Fondi SpA SGR 50% Docugest SpA 17% C-GLOBAL SpA 20% Poste Link Scrl Poste Energia SpA 100% PosteMobile SpA 100% 70% 50% 51% Uptime SpA ) 15% 15% Address Software Srl 49% Consorzio per i servizi di Telefonia Mobile ScpA 51% Poste Voice SpA 100% Innovazione e Progetti ScpA 15% 0,25% 99,75% Postel do Brasil Ltda ( ) * The remaining 15% of the investment is held by Postel SpA. The Consortium was cancelled from Rome Companies’ Register on 18 January 2010. (***) The Consortium was merged with and into Poste Link Srl on 8 March 2010. ( **) Poste Italiane | Annual Report 100% 100% 51% 100% 55% 45% ( ) Consorzio Poste Welfare (in liquidation) ** PostelPrint SpA Europa Gestioni Immobiliari SpA 100% 2. Organisation I 3. Financial review 29 3. FINANCIAL REVIEW 3.1 RISK MANAGEMENT FOR THE GROUP AND POSTE ITALIANE SPA MACROECONOMIC ENVIRONMENT Poste Italiane SpA’s operating performance in 2009 was again affected by the fallout from the crisis in the world’s financial markets and the economic downturn that took hold in 2008, which has hit all the world’s leading economies, generating a sharp fall in retail spending and in business demand for goods and services. Only towards the end of the year did signs of a slow recovery strengthen, thanks in part to the economic stimulus measures put in place by governments and central banks. As the world climbs out of recession, Poste Italiane’s strategy for the period 2010-2012 aims to drive revenue growth on the back of highly innovative services, accompanied by close attention to efficiency. MARKET CONDITIONS AND COMPETITION The natural decline in the volume of mail, linked to its progressive replacement by alternative forms of communication, has been accelerated by the economic downturn. Moreover, in view of full deregulation of the postal market (scheduled for 1 January 2011), this has been accompanied by growth in competition. In this context, the Company’s strategy continues to focus on continuous development of our offerings, in line with market needs, and on reengineering and improving the efficiency of our processes. In response to the general crisis of confidence, Poste Italiane has strengthened its position in retail financial and insurance services, where there is growing competition from banks. In this area, the Company’s strategy is to offer extremely low-risk, highly liquid investment products. FRAUD AND EXTERNAL EVENT RISKS Poste Italiane SpA pays great attention to security in order to protect its staff and the Company’s assets, and deal with the risks deriving from fraud or criminal actions committed by external agents. These risks are monitored via the antiphishing system, which identifies any attempts at phishing for customers’ details, the Security Room, which will be described in the section on Investment, information campaigns aimed at customers, heightened fraud prevention initiatives and an increased internal investigation capacity, as well as greater coordination with the police and magistrates. Directors’ Report on Operations 30 FINANCIAL RISK MANAGEMENT Definition and optimisation of the financial structure, over both the short and medium/long term, and management of the Group’s related cash flows is the responsibility of the Parent Company’s Finance department, acting in accordance with the general guidelines established by governance bodies. Management of the Group’s financial assets and liabilities is primarily attributable to the operations of the Parent Company and the insurance subsidiary, Poste Vita SpA. Balanced financial management and monitoring of the main risk/return profiles is carried out by organisational structures operating separately and independently. In addition, specific processes are in place governing the assumption, management and control of financial risks, including via the progressive introduction of appropriate information systems. Implementation of information systems for front-office and middle-office use within the Finance department continued in 2009. In October 2009, this included the introduction of a new application that, in addition to improving front- and middleoffice operations, fulfils the aim of increasing the level of data security. The new application also provides the technological and procedural basis for integration with Poste Italiane’s other systems. From an organisational viewpoint, risk management is the responsibility of: • a Finance Committee, which oversees Poste Italiane SpA’s financial strategy, based on indicators referring to internal planning and the external economic/financial cycle. The Committee meets at least on a quarterly basis and is a specialist body that advises on the analysis and identification of investment and disinvestment opportunities; • a Risk Measurement and Control function carried out by appropriate functions established within the Parent Company and the subsidiaries that provide financial and insurance services (BancoPosta Fondi SGR SpA and Poste Vita SpA), and that operates on the basis of the organisational separation of risk assessment from risk management activities. The results of these activities are examined by the relevant advisory committees, which are responsible for carrying out an integrated assessment of the main risk profiles. The outcomes of these assessments are then examined by a Financial Risk Committee set up by the Parent Company. With regard to the Parent Company, financial transactions regard deposit-taking and the investment of its liquidity, in addition to BancoPosta’s operations as governed by Presidential Decree 144/2001. In particular, these transactions regard management of the liquidity deposited in postal current accounts, carried out in the Company’s own name but subject to restrictions on the investment of such liquidity in compliance with the applicable legislation, and the management of collections and payments in the name and on behalf of third parties. Both types of investment (government securities and liquidity deposited with the MEF) are exposed to interest rate risk that is analysed and monitored on the basis of the financial nature of the instruments and managed via an appropriate hedging policy. BancoPosta is engaged in reinvesting the funds deriving from maturing government securities. This was done by taking account of the maturities of liabilities, in accordance with an amortisation schedule approved by the Board of Directors on the basis of a statistical/econometric model, developed by a leading consulting firm, that reflects the interest rates and maturities typical of postal current accounts. This model is updated continually16. The Group’s own liquidity is managed in accordance with investment guidelines approved by the Board of Directors, which require the Parent Company to invest in instruments such as government securities, high-quality corporate or bank bonds and term bank deposits. Liquidity is also deposited in postal current accounts, with the cash managed in this way being subject to the same terms as deposits by private current account holders. 16. In this regard, it is likely that in future the postal current account deposits of Public Sector customers will also be invested in euro area government securities. This reflects the European Commission’s decision of 16 July 2008 relating to the level of interest rates paid to the Parent Company (pursuant to art. 1, paragraph 31 of Law 266 of 23 December 2005, the 2006 Budget Law) on liquidity deriving from the postal current account deposits of Public Sector customers held on deposit with the MEF. Poste Italiane | Annual Report 3. Financial review 31 The financial instruments held by the insurance company, Poste Vita SpA, primarily regard investments designed to cover its contractual obligations to policyholders who have taken out classic with profit life policies and index-linked and unitlinked policies. Other investments in financial instruments regard investment of the insurance company’s free capital. With regard to cash flow management within the Group, a centralised treasury management system enables the automatic elimination of co-existing large debit and credit balances attributable to individual companies, offering the Group advantages in terms of improved liquidity and a reduction in the related risk. The system includes the five main subsidiaries and makes use, via the banking channel, of zero balance cash pooling. In this way cash flows between the current accounts of subsidiaries and the Parent Company are transferred on a daily basis. Poste Vita SpA’s financial risks relate to separately managed accounts in the Branch I category sold by the Company and, as is typical in the insurance business, deriving from the guaranteed minimum returns on investment to be paid to policyholders, and the potential impact on the financial statements of the measurement of the assets in which the technical provisions are invested. Investments are continuously monitored by the Company, which also uses some of the most advanced risk analysis methods (statistical matrix). The aim is to evaluate the compatibility of the estimated risks with how far they are sustainable, based on the size of the balance sheet and the returns earned. The results of overall investment activities and the above risk analysis are described to and discussed by the specially established Financial Risk Committee. With regard to life assurance products in Branch III, consisting of index-linked and unit-linked policies, which do not offer guaranteed capital or guaranteed minimum returns, the Company has taken steps to safeguard its own and the Group’s reputation and its operating capacity by constantly monitoring changes in the risk profile. Particular attention was given to monitoring certain financial instruments underlying index-linked policies issued in the period 2001-2002 by Programma Dinamico SpA, a securitisation vehicle set up under Law 130/99. These instruments bring together different financial positions, including securitisation transactions and credit and financial derivatives, whose performances were affected by the financial and credit market crisis. Whilst it is true that, in accordance with the legal nature of the products in question, the related investment risk is transferred to policyholders, if appropriate the Company is prepared to restructure the instruments in order to safeguard its commercial interests, which could be prejudiced by widespread dissatisfaction among customers, and the potential impact on its reputation as a result of a general expression of discontent. In this context, in response to the continuing risk of declines in the value of the securities underlying Programma Dinamico’s “Raddoppio” and “Index Cup” policies, as in December 2008 with regard to “Classe 3 A valore reale” and “Ideale” policies, in May 2009 Poste Vita SpA offered policyholders the opportunity to convert these policies into Branch I policies providing minimum returns guaranteed by the company. This was done to allow policyholders to reduce their risk exposure, in view of the changed scenario. Further information on financial risk management is provided in the notes to the consolidated and separate financial statements for the year ended 31 December 2009 (note 3 in both documents). RISKS CONNECTED TO THE MANAGEMENT OF HUMAN RESOURCES The significance of the Company’s staff costs means that any changes in legislation, regarding contributions or other staff-related matters, can have a substantial impact on its operating results. Directors’ Report on Operations 32 In addition, the Company continues to be involved in labour disputes regarding its use of fixed-term contracts. This has resulted in a number of important labour union agreements designed to resolve the situation. Achievement of the Company’s objectives is dependent on the ongoing development of its staff through training courses and e-learning initiatives designed to enhance the professional skills of the Company’s employees. OTHER OPERATIONAL RISKS Certain trading relations are governed by specific agreements and contracts, some of which have expired. Negotiations regarding the related financial conditions and other aspects of their renewal are often complex. The most important of these regard: the agreement with Cassa Depositi e Prestiti for 2010, which was signed early in the year, governing the remuneration paid to Poste Italiane SpA for managing, issuing and redeeming Interest-bearing Postal Certificates and for managing Postal Savings Book deposits and withdrawals; the Contratto di Programma (Planning Agreement) that regulates relations between the Public Sector and Poste Italiane SpA regarding provision of the Universal Postal Service; and the agreement with INPS covering activities relating to the payment of pensions. In the case of certain services regulated by legislation and specific agreements or contracts (the Universal Service, electoral tariff subsidies, publisher tariff subsidies), for which the Government has undertaken to reimburse a part of the costs incurred by the Company, the amounts payable to Poste Italiane SpA are not always covered by provisions set aside in the Government’s budget. The legislation regarding publisher tariff subsidies may well change, partly as a result of upcoming deregulation of post services. Poste Italiane | Annual Report 3. Financial review 33 This section provides a summary of the operating results and financial position of the Gruppo Poste Italiane and the Parent Company, Poste Italiane SpA, in 2009. 3.2 OPERATING RESULTS INCOME STATEMENT (€m) Gruppo Poste Italiane Increase/(Decrease) % Amount Poste Italiane SpA Year ended 31 Dec 2008 2009 (0.3) 28.5 (28) 1,577 10,372 5,535 10,344 7,112 36.0 33.5 12.6 (1.5) n/s 643 53 2,245 (39) (1) 1,788 158 17,853 2,589 1 2,431 211 20,098 2,550 - 66.5 3,446 5,180 8,626 n/s 3.0 2.8 (31.8) (29.2) (1,387) 180 15 14 (112) 1,691 6,042 540 (44) 384 304 6,222 555 (30) 272 8.8 129 1,470 1,599 (25.7) (41.1) (65) (124) 253 302 188 178 n/s 0.6 0.4 1 4.6 7.7 71 49 1,519 637 1,590 686 2.4 21.4 882.6 904.0 Year ended 31 Dec 2009 2008 Revenues from sales and services 9,841 Earned premiums n/a Other income from financial and insurance activities 168 Other operating income 194 Total revenue 10,203 Cost of goods and services 2,045 Change in trading properties n/a Net change in technical provisions for insurance business and other claims expenses n/a Other expenses deriving from financial and insurance activities 1 Staff costs 6,052 Depreciation, amortisation and impairments 504 Capitalised costs and expenses (10) Other operating costs 212 Operating Profit/(Loss) Finance costs Finance income Profit/(loss) on investments accounted for using the equity method Profit/(Loss) Before Tax Income tax expense Profit for the year (*) Increase/(Decrease) Amount % 9,826 n/a 15 n/a 0.2 n/a 56 139 10,021 2,110 n/a 112 55 182 (65) n/a n/s 39.6 1.8 -3.1 n/a n/a n/a n/a 11 5,880 492 (13) 302 n/s 172 12 3 (90) n/s 2.9 2.4 (23.1) (29.8) 1,399 1,239 160 12.9 174 144 232 268 (58) (124) -25.0 -46.3 n/a n/a n/a n/a 1,369 633 1,275 554 94 79 7.4 14.3 736.7 720.8 15.9 2.2 Certain amounts for 2008 have been reclassified in order to ensure comparability across the two periods. Certain amounts for 2008 have been adjusted in application of IFRIC 13 (note 2.3 to the consolidated financial statements and note 2.2 to the separate financial statements). n/a: not applicable. n/s: not significant. (*) Profit is entirely attributable to owners of the Parent, and no portion is attributable to minority interest. Directors’ Report on Operations 34 OPERATING RESULTS OF THE GRUPPO POSTE ITALIANE Revenue by operating segment (*) Total revenue Increase/(Decrease) (€m) 2008 2009 Amount Postal Services 5,506 5,227 (279) Financial Services 4,595 4,964 369 8.0 Insurance Services 7,268 9,376 2,108 29.0 484 531 47 9.7 17,853 20,098 2,245 12.6 Other Services Total Gruppo Poste Italiane (*) % (5.1) After consolidation adjustments and elimination of intercompany transactions. Total Group revenues (€m) 21,000 18,000 +27.7% +9.7% +7.7% +29.0% +2.0% +8.0% -0.8% -5.1% 15,000 12,000 9,000 6,000 3,000 0 2007 2008 2009 Postal Services Insurance Services Financial Services Other Services A more detailed breakdown of revenue by type of revenue/income is shown below: Revenues (€m) 2008 Other income from financial and insurance activities Earned premiums 2009 Inc./(dec) % 2008 2009 Inc./(dec) % 2008 2009 Other operating income Inc./(dec) % 2008 2009 Inc./(dec) % Postal Services 5,483 5,210 (5.0) - - - - - - 23 Financial Services 4,539 4,796 5.7 - - - 56 168 n/s - - n/s - - - 5,535 7,112 28.5 1,732 2,263 30.7 1 1 n/s Other Services 350 338 (3.4) - - - - - - 134 193 44.0 Total Gruppo Poste Italiane 10,372 10,344 (0.3) 5,535 7,112 28.5 1,788 2,431 36.0 158 211 33.5 Insurance Services n/s: not significant. Poste Italiane | Annual Report 17 (26.1) 3. Financial review 35 The contribution of the various Group companies to Postal Service revenues is shown below. Postal Services (€m) Poste Italiane SpA intercompany revenues Poste Italiane SpA - external revenue SDA Express Courier SpA intercompany revenues SDA Express Courier SpA - external revenue Italia Logistica srl intercompany revenues Italia Logistica srl - external revenue Gruppo Postel intercompany revenues Gruppo Postel - external revenue Mistral Air Srl intercompany revenues Mistral Air Srl - external revenue Poste Italiane Trasporti SpA intercompany revenues Poste Italiane Trasporti SpA - external revenue Total external revenue Total revenue 2008 4,953 16 Increase/(Decrease) 2009 4,709 16 Amount % 4,693 (244) (4.9) 288 (18) (5.9) 26 10 62.5 217 (24) (10.0) 3 (2) (40.0) 1 0 (1) n/s 5,506 5,227 (279) (5.1) 4,937 457 151 423 135 306 33 17 37 11 16 362 121 349 132 241 24 19 29 26 5 35 34 31 31 n/s: not significant. The Group’s total revenue, amounting to 20,098 million euros (up 12.6% on 2008) reflects a 5.1% reduction in revenues from Postal Services, offset by growth of 8.0% in Financial Services and a significant increase in earned premiums (up from 5,535 million euros in 2008 to 7,112 million euros in 2009, marking a rise of 28.5%). The economic crisis that had such a significant impact in 2008 continued into 2009, despite a partial pick-up in industrial output in the third quarter of the year, which did not, however, extend into the fourth quarter. Overall, production, along with consumer spending and investment, remained weak, resulting in an ongoing climate of uncertainty that has also affected the postal market, already in decline due to reduced demand for postal services and the progressive conversion to other forms of communication. Revenues from Postal Services (down from 5,506 million euros in 2008 to 5,227 million euros in 2009) continue to suffer the effects of the gradual process of opening up the postal market to competition and the ongoing economic downturn, accompanied by a resulting decline in trade. As already mentioned, revenues from Financial Services are up from the 4,595 million euros of 2008 to 4,964 million euros for 2009, confirming customers’ confidence in the Group’s ability to offer a range of products, above all in terms of postal savings, that provide a guaranteed match with customer needs and risk profiles. Revenues from Insurance Services are up 29.0%, rising from 7,268 million euros in 2008 to 9,376 million euros for 2009. This reflects both the significant rise in earned premiums and the contribution of other income from insurance activities, which is up from the 1,732 million euros of 2008 to 2,263 million in 2009, marking an increase of 30.7%. This primarily reflects the movements in the fair value of financial instruments and gains recognised by the subsidiary, Poste Vita. Revenues from Other Services, generated by activities unrelated to the three main operating segments, primarily regard income from property sales and leases generated by EGI SpA, sales through the PosteShop network, and income from collective asset management activities carried out by BancoPosta Fondi SpA SGR. Directors’ Report on Operations 36 COST ANALYSIS Costs 2008 2009 % inc./(dec) 2,589 1 5,180 1,691 6,042 540 (44) 384 2,550 8,626 304 6,222 555 (30) 272 (1.5) n/s 66.5 n/s 3.0 2.8 (31.8) (29.2) 16,383 18,499 12.9 (€m) Cost of goods and services (*) Change in trading properties Net change in technical provisions for insurance business and other claims expenses Other expenses deriving from financial and insurance activities Staff costs Depreciation, amortisation and impairments Capitalised costs and expenses Other operating costs (*) Total costs n/s: not significant. (*) The amount for 2008 has been adjusted in application of IFRIC 13 (note 2.3 to the consolidated financial statements). Costs and other charges (18,499 million euros in 2009, compared with 16,383 million euros in 2008) reflect: • the Group’s ability to keep a tight rein on the cost of goods and services, which is down 39 million euros (falling from 2,589 million euros in 2008 to 2,550 million euros in 2009). This reduction is even more significant if, as noted below in relation to the Parent Company, we take account of the greater costs linked to the new system of meal provision for staff; • an increase in technical provisions for the insurance business (up 3,446 million euros on 2008, amounting to a rise of 66.5%) due to growth in the business and the resulting increase in obligations to policyholders for which the provisions are made; • reduced losses resulting from the fair value measurement of financial instruments, which are largely attributable to the portfolio held by Poste Vita; • a reduction in other operating costs (which are down from 384 million euros in 2008 to 272 million euros in 2009), which benefitted from a reduction in impairments of the Parent Company’s receivables. Staff costs were the main driver of the increase in operating costs, as shown below. Staff costs (€m) Salaries, social security contributions and sundry charges Net provisions for disputes Provisions for restructuring charges Redundancy payments Increase/(Decrease) 2008 5,759 431 55 2009 5,860 198 115 170 Amount 101 (233) 115 115 % 1.8 (54.1) n/s n/s Total costs Income from fixed-term contract agreement 6,245 (203) 6,343 (121) 98 82 1.6 (40.4) Total staff costs 6,042 6,222 180 3.0 (*) n/s: not significant. (*) This includes the following items reported in note 37 to the consolidated financial statements: salaries and wages; social security contributions; staff termination benefits; temporary work; Directors’ fees and expenses; other costs. Poste Italiane | Annual Report 3. Financial review 37 The ordinary component of staff costs, relating to salaries, wages, contributions and sundry expenses, reports an increase of 1.8%, despite a reduction in the average workforce (the permanent and flexible workforce was down 1.5% on 2008). The increase reflects salary rises, agreement with the labour unions regarding performance-related bonuses, and increased contributions payable as a result of the entry into force, from 1 January 2009, of art. 20 of Law 133/2008, which requires Poste Italiane to pay contributions to INPS to cover maternity, unemployment and sickness benefits. Net provisions for disputes which, as in the past, are mainly linked to the dispute over fixed-term contracts and reflect best estimates based on past experience. Provisions for restructuring charges regard the estimated liabilities to be incurred by the Company in the form of redundancy payments, based on current evidence. At least three thousand staff are expected to leave the Company by 31 December 2010. After also taking account of non-recurring income of 121 million euros deriving from agreements between the Parent Company and the labour unions, regarding the re-employment by court order of staff previously employed on fixed-term contracts, total staff costs are up 3% from 6,042 million euros in 2008 to the 6,222 million euros of 2009. The above performance of revenues and costs has resulted in Operating profit of 1,599 million euros (1,470 million euros in 2008), as shown in the following table. Operating profit: operating segments Increase/(Decrease) (*) (€m) 2008 2009 Amount % Postal Services Financial Services Insurance Services Other Services Eliminations (**) (57) 1,153 232 132 10 (208) 1,422 272 107 6 (151) 269 40 (25) (4) n/s 23.3 17.2 (18.9) (40.0) Total Gruppo Poste Italiane 1,470 1,599 129 8.8 n/s: not significant. Certain amounts for 2008 have been reclassified in order to ensure comparability across the two periods. (*) Determined on the basis of the accounting unbundling regime required by art. 7.c.1 of Legislative Decree 261/99, after consolidation adjustments and elimination of intercompany transactions. (**) Elimination of cost incurred by the Parent Company for interest paid to consolidated subsidiaries (recognised by the latter in finance income). After net finance costs of 9 million euros, profit before tax amounts to 1,590 million euros (1,519 million euros in 2008). Income tax expense, which continues to account for a high proportion of profit, above all due to the high tax rate applied by the Parent Company due to the large amount of non-deductible staff costs for the purposes of IRAP (regional business tax), is 686 million euros (637 million euros in 2008). This reflects, among other things, the benefit of being able to reverse the differences emerging on first-time application of IAS/IFRS via payment of a substitute tax, as a number of Group companies elected to do, and the option of franking goodwill from extraordinary transactions, which has been exercised by Postel. These actions enabled the Group to offset deferred tax liabilities of 91 million euros and recognise deferred tax assets of 19 million euros, following the payment of total substitute tax of 59 million euros. This resulted in a tax benefit of 51 million euros (2008 saw non-recurring tax benefits of 65 million euros). The figure for income tax expense also reflects an IRES credit of 10.7 million euros. This derives from the decision to claim a rebate for excess IRES paid by consolidated companies in 2007, corresponding to 10% of IRAP paid in the same year, as established by art. 6 of Law Decree of 29 November 2008, converted into Law 2 of 28 January 2009. Directors’ Report on Operations 38 Gruppo Poste Italiane - EBIT by principal segment (€m) 1.500 1.200 900 600 300 0 (300) 2007 2008 Postal Services 2009 Financial Services 2007 2008 2009 2007 2008 2009 Insurance Services OPERATING RESULTS OF POSTE ITALIANE SPA Revenues Increase/(Decrease) (€m) 2008 2009 Amount % Mail and Philately Express Delivery, Logistics and Parcels Total market revenues from Postal Services (*) BancoPosta services Other revenues Market revenues Universal Service Obligation (USO) subsidies (*) Tariff subsidies (*) Total Poste Italiane SpA 4,045 202 4,247 4,781 92 9,120 364 342 9,826 3,852 175 4,027 5,039 93 9,159 372 310 9,841 (193) (27) (220) 258 1 39 8 (32) 15 (4.8) (13.4) (5.2) 5.4 1.1 0.4 2.2 (9.4) 0.2 4,247 4,027 364 372 (*) Market revenues from Postal Services OSU Tariff subsidies (**) Total Postal Services (**) 342 310 4,953 4,709 (244) (4.9) Subsidies for services provided at discounted rates under the relevant legislation. Poste Italiane SpA’s Revenues amount to 9,841 million euros, substantially in line with the previous year (up 0.2% on the 9,826 million euros of 2008). External revenue is up 0.4% from 9,120 million euros in 2008 to 9,159 million euros in 2009, reflecting the positive Poste Italiane | Annual Report 3. Financial review 39 contribution from BancoPosta’s services (up 258 million euros on 2008). This more than offset the progressive decline in revenues from Postal Services (down 220 million euros on 2008), essentially due, as explained in the section “Operating segments”, to declines in Unrecorded Mail and Business Post (Direct Marketing and Unaddressed Mail), which have suffered the effects of both the recession and the process of postal market deregulation. BancoPosta reports a highly positive performance for postal savings deposits (a net inflow of 5,537 million euros during the year), reward for the Company’s commitment to attracting investment in Interest-bearing Postal Certificates and the net inflow of Savings Book deposits. Universal Service Obligation (USO) subsidies of 372 million euros are, whilst awaiting renewal of the Contratto di Programma (Planning Agreement) for the three-year period 2009-2011, estimated on the basis of the best available information from previous Contratti di Programma (Planning Agreements) and Interministerial Committee for Economic Planning (CIPE) “Guidelines for Regulation of the Postal Sector”. The tariff subsidies due to the Company as a result of the legally required application of reduced-rate tariffs to certain sectors (publishing, non-profit organisations, election campaign material) are down from the 342 million euros of 2008 to 310 million euros in 2009. This income, of which 243 million euros is received from the Information and Publishing Department of the Cabinet Office in return for tariff reductions offered to publishers and non-profit organisations, and 67 million euros from the Ministry of the Economy and Finance in the form of subsidies to cover the reductions and preferential tariffs made available to election candidates, are not fully funded in the Government’s budget. Total revenue also includes 168 million euros in other income from financial activities (56 million euros in 2008), representing income from the securities in which postal current account deposits are invested, and 194 million euros (139 million euros in 2008) in other operating income, including 57 million euros from the sale of properties (35 million euros in 2008). COST ANALYSIS Costs (€m) Cost of goods and services (*) Other expenses deriving from financial activities 2008 2009 % inc./(dec) 2,110 2,045 (3.1) 11 1 (90.9) 5,880 6,052 2.9 Depreciation, amortisation and impairments 492 504 2.4 Capitalised costs and expenses (13) (10) (23.1) Other operating costs 302 212 (29.8) 8,782 8,804 0.3 Staff costs (*) Total costs (*) The amount for 2008 has been adjusted in application of IFRIC 13 (note 2.2 to the separate financial statements). Costs and other charges of 8,804 million euros (8,782 million euros in 2008) account for 89% of revenue. The increase on the previous year (up 22 million euros) is due to increased staff costs, offset by cost cutting by the Company and the Group. The cost of goods and services is down 65 million euros from 2,110 million euros in 2008 to 2,045 million euros in 2009. If the greater costs linked to the new system of meal provision for staff (up 59 million euros on 2008), which extended the distribution of luncheon vouchers to all staff from 1 September 2008, is taken into account, the decline in external costs confirms the significant efforts made by the Group to keep costs under control. Interest paid to current account holders is also down, falling 31 million euros as a result of reductions in the rates applied, which were lowered to 0.50% until 31 May 2009 and 0.25% from 1 June 2009. Directors’ Report on Operations 40 Other operating costs of 212 million euros (302 million euros in 2008) are down 29.8% due to reduced impairments of receivables. This item also includes prudential provisions for any charges that may be incurred as a result of impairment losses due to a deterioration in the outlook for investments in companies operating in the postal services sector. This item also benefitted from the release of provisions for impaired receivables made in previous years and deemed to be no longer necessary, following collection of the related receivable. Staff costs break down as follows: Staff costs (€m) Salaries, social security contributions and sundry charges Net provisions for disputes Provisions for restructuring charges Redundancy payments Increase/(Decrease) 2008 5,596 432 55 2009 5,691 197 115 170 Amount 95 (235) 115 115 % 1.7 (54.4) n/s n/s Total costs 6,083 6,173 90 1.5 Income from fixed-term contract agreement (203) (121) 82 (40.4) Total Staff costs 5,880 6,052 172 2.9 (*) n/s: not significant. (*) This includes the following items reported in note 31 to the separate financial statements: salaries and wages; social security contributions; staff termination benefits; temporary work; Directors’ fees and expenses; other costs (cost recoveries). The ordinary component of staff costs, relating to salaries, wages, contributions and sundry expenses, reports an increase of 1.7% (up from 5,596 million euros in 2008 to 5,691 million euros in 2009). The increase reflects salary rises, agreement with the labour unions regarding performance-related bonuses, and increased contributions payable as a result of the entry into force, from 1 January 2009, of art. 20 of Law 133/2008, which requires Poste Italiane to pay contributions to INPS to cover maternity, unemployment and sickness benefits. After also taking account of non-recurring income of 121 million euros deriving from agreements between the Company and the labour unions, regarding the re-employment by court order of staff previously employed on fixed-term contracts, total staff costs are up 2.9% from 5,880 million euros in 2008 to the 6,052 million euros of 2009. After net finance income, Profit before tax from ordinary activities amounts to 1,369 million euros (1,275 million euros in 2008). Income tax expense, which continues to account for a high proportion of profit, above all due to the high tax rate applied by the Company due to the large amount of non-deductible staff costs for the purposes of IRAP (regional business tax), is 633 million euros in 2009 (554 million euros in 2008). This reflects, among other things, the benefit of being able to reverse the differences emerging on first-time application of IAS/IFRS via payment of a substitute tax. This action enabled the Company to offset deferred tax liabilities of 91 million euros, following the payment of substitute tax of 49 million euros. This resulted in a tax benefit of 42 million euros (2008 saw non-recurring tax benefits of 64 million euros). The figure for income tax expense also reflects an IRES credit of 10 million euros. This derives from the decision to claim a rebate for excess IRES paid in 2007, corresponding to 10% of IRAP paid in the same year, as established by art. 6 of Law Decree of 29 November 2008, converted into Law 2 of 28 January 2009. Poste Italiane | Annual Report 3. Financial review 41 3.3 FINANCIAL POSITION AND CASH FLOW FINANCIAL POSITION AND CASH FLOW OF THE GRUPPO POSTE ITALIANE The Gruppo Poste Italiane’s Net invested capital amounts to 3,237 million euros (2,737 million euros at 31 December 2008), financed entirely by equity. (€m) Non-current assets Working capital Staff termination benefits Note (*) [25] Net invested capital (*) 31 Dec 2008 3,872 380 (1,515) 31 Dec 2009 3,807 876 (1,446) Increase/(Decrease) (65) 496 69 2,737 3,237 500 Notes to the consolidated financial statements. Non-current assets break down as follows at 31 December 2009 and 2008: (€m) Property, plant and equipment Investment property Intangible assets Investments accounted for using the equity method Non-current assets held for sale Non-current assets (*) Note (*) 31 Dec 2008 31 Dec 2009 Increase/(Decrease) [5] [6] [7] [8] [18] 3,236 172 453 7 4 3,124 154 514 14 1 (112) (18) 61 7 (3) 3,872 3,807 (65) Notes to the consolidated financial statements. Compared with the situation at the end of 2008, non-current assets report a net decrease of 65.1 million euros as a result of reductions of 580.4 million euros and additions totalling 515.3 million euros. Reductions regard: • sales of Investment property, totalling 11.8 million euros, and of Property, plant and equipment, amounting to 10.6 million euros, primarily relating to the disposal of operating properties by the Parent Company; • sales of industrial properties owned by the Parent Company and accounted for in Non-current assets held for sale, amounting to 2.7 million euros; • depreciation, amortisation and impairments totalling 555 million euros, of which 391 million euros regards Property, plant and equipment, 157.3 million euros Intangible assets and 6.9 million euros depreciation and impairments of Investment property, after reversals of impairments. Impairments of 14 million euros are entirely attributable to the Parent Company and primarily regard buildings damaged by the earthquake that hit the Abruzzo region in April 2009. The value of the damage to the Company’s property, plant and equipment is almost entirely covered by suitable insurance policies. Additions regard: • investments in Property, plant and equipment, amounting to 288.9 million euros, carried out primarily by the Parent Company and largely related to both design work for the planned re-engineering of the logistics network (the reorganisation of Sorting Centres and the purchase of equipment for the new delivery centres), and the modernisation and upgrade of properties owned by the Company (for example, the purchase and maintenance of properties that Directors’ Report on Operations 42 • • • • house post offices around the country, and the purchase of hardware for new information technology systems for post offices); investments in Intangible assets, amounting to 218.2 million euros, primarily by the Parent Company and regarding the purchase, and entry into service, of both new software applications for the maintenance and development of the technology infrastructure used to support the provision of financial services, and new software applications for innovative Mail, WEB Oriented and BancoPosta services; acquisitions of Investments, totalling 6 million euros, and including: 5.9 million euros for Poste Vita SpA’s subscription of new shares issued by Poste Assicura SpA (4.9 million euros) and further contribution of 1 million euros to top up the company’s “provision for start-up costs”, for the purpose of converting the company into a Non-life Company; 0.1 million euros to fund Postel SpA’s admission as a new member of the Poste Contact consortium; purchases of Investment property, amounting to 0.6 million euros; adjustments and reclassifications of 1.6 million euros. Working capital breaks down as follows at 31 December 2009 and 2008: (€m) Note Inventories Trade receivables and other current assets Trade payables and other current liabilities Current and deferred tax assets and liabilities Provisions for liabilities and charges Other non-current assets and liabilities Working capital (**) (*) 31 Dec 2008 31 Dec 2009 Increase/(Decrease) [12] [13] [15] [27] [29] [10] [14] [28] [24] [11] [29] 53 4,105 (3,459) 300 (1,162) 543 53 4,684 (3,578) 198 (1,234) 753 n/s 579 (119) (102) (72) 210 380 876 496 n/s: not significant. (*) (**) Notes to the consolidated financial statements. Working capital does not include the amount of 485 million euros payable by the Parent Company to parents, following the European Commission’s Decision C42/2006 of 16 July 2008. This sum was paid into an escrow account set up in favour of the Ministry of the Economy and Finance and paid to the MEF in January 2009. Working capital amounts to 876 million euros, representing an increase of 496 million euros compared with the end of 2008. The rise is essentially due to the net increase in Trade receivables and other current assets of 579 million euros due to: • the increase in amounts due to the Parent Company from Cassa Depositi e Prestiti as fees and commissions for the collection of postal savings deposits accruing in 2009 and yet to be collected; • the delay in collecting amounts due to the Parent Company from the Ministry of the Economy and Finance in the form of Universal Service Obligation (USO) subsidies; • the delay in collecting amounts due to the Parent Company from the Information and Publishing Department of the Cabinet Office in the form of publisher tariff subsidies. At 31 December 2009 Equity amounts to 4,575 million euros (3,422 million euros at 31 December 2008) and breaks down as follows: • Share capital 1,306.1 million euros • Reserves 663.6 million euros • Retained earnings 2,605.2 million euros. Compared with 31 December 2008, Equity has increased by 1,153.3 million euros as a result of the following changes. Poste Italiane | Annual Report 3. Financial review 43 Additions: • net profit for the period of 904 million euros; • movements in the fair value reserves, amounting to 364 million euros net of tax; • the balance of actuarial gains and losses on provisions for staff termination benefits, totalling 36.9 million euros net of tax. Reductions: • the payment of dividends to shareholders, totalling 150 million euros; • movements in the cash flow hedge reserves, amounting to 1.6 million euros net of tax. Net funds at 31 December 2009 are summarised below: (€m) Note (*) 31 Dec 2008 31 Dec 2009 Increase/(Decrease) Financial liabilities - Financial assets at fair value - Bonds - Shareholder loans - Bank borrowings - Other borrowings - Other (**) [26] 7,544 2,816 771 840 668 153 5,882 1,691 771 679 261 110 (1,662) (1,125) n/s (161) (407) (43) Technical provisions for insurance business Liabilities attributable to BancoPosta Financial assets - Loans and receivables - Available-for-sale financial assets - Financial instruments at fair value through profit or loss - Other derivative financial instruments Assets attributable to BancoPosta Technical provisions for claims attributable to reinsurers Net liabilities/(assets) Deposits and cash in hand Net debt/(funds) [23] [16] [9] 2,296 28,333 37,064 (32,370) (1,028) (19,502) (11,827) (13) (38,909) (0.2) 1,662 (2,346) (684) 2,370 35,927 37,718 (39,313) (864) (27,776) (10,638) (35) (39,512) (1.0) 701 (2,039) (1,338) 74 7,594 654 (6,943) 164 (8,274) 1,189 (22) (603) (0.8) (961) 307 (654) [16] [11] [17] n/s: not significant. (*) Notes to the consolidated financial statements. (**) Includes derivative instruments, financial liabilities payable to subsidiaries and other financial liabilities. Net funds have improved by 654 million euros to 1,338 million euros at 31 December 2009 (at the end of 2008 the figure was 684 million euros), thanks to the significant amount of cash generated by the Parent Company’s activities, as described below. (€m) 31 Dec 2008 31 Dec 2009 Deposits and cash in hand at beginning of year Cash flow from/(for) operating activities Cash flow from/(for) investing activities Cash flow from/(for) financing activities and shareholder transactions 759 2,559 (626) (346) 2,346 859 (657) (509) Net change in cash and cash equivalents 1,587 (307) Deposits and cash in hand at end of year 2,346 2,039 Certain amounts for 2008 have been reclassified in order to ensure comparability across the two periods. Directors’ Report on Operations 44 Liquidity at 31 December 2009 stands at 2,039 million euros (2,346 million euros at the end of 2008) and relates to the investment of cash temporarily held by Poste Vita at the end of the previous year and regards Branch I policies. FINANCIAL POSITION AND CASH FLOW OF POSTE ITALIANE SPA Poste Italiane SpA’s Net invested capital amounts to 3,605 million euros (3,098 million euros at 31 December 2008), financed entirely by equity. (€m) Non-current assets Working capital Staff termination benefits Note (*) [21] Net invested capital (*) 31 Dec 2008 4,519 66 (1,487) 31 Dec 2009 4,464 560 (1,419) Increase/(Decrease) (55) 494 68 3,098 3,605 507 31 Dec 2008 3,066 91 301 1,058 3 31 Dec 2009 2,966 77 345 1,075 1 Increase/(Decrease) (100) (14) 44 17 (2) 4,519 4,464 (55) Notes to the separate financial statements. Non-current assets break down as follows at 31 December 2009 and 2008: (€m) Property, plant and equipment Investment property Intangible assets Investments Non-current assets held for sale Non-current assets (*) Note (*) [4] [5] [6] [7] [16] Notes to the separate financial statements. Compared with the situation at the end of 2008, non-current assets report a net reduction of 55 million euros, following additions of 471 million euros and reductions of 526 million euros. Additions regard: • investments in Property, plant and equipment, amounting to 269 million euros, Intangible assets, totalling 184.5 million euros, and Investment property, amounting to 0.3 million euros, with 54% regarding information technology and telecommunications networks, 16% postal logistics and 30% the modernisation and upgrade of properties; • acquisition of Investments, totalling 16.5 million euros, represented by capital contributions for PosteMobile SpA, totalling 13.5 million euros, and Mistral Air Srl, totalling 3 million euros; • adjustments and reclassifications of 0.4 million euros. Reductions regard: • sales of Investment property, totalling 11 million euros, and of Property, plant and equipment, amounting to 7.7 million euros (primarily relating to the disposal of operating properties and the retirement of obsolete plant); • sales of Non-current assets held for sale, totalling 2.7 million euros; Poste Italiane | Annual Report 3. Financial review 45 • depreciation, amortisation and impairments of 504.4 million euros, which includes 361.3 million euros relating to depreciation of Property, plant and equipment, 140.6 million euros to amortisation of Intangible assets and 2.5 million euros regarding revaluations of Investment property, after reversals of impairments. Working capital breaks down as follows at 31 December 2009 and 2008: (€m) Trade receivables and other current assets Trade payables and other current liabilities Current and deferred tax assets and liabilities Provisions for liabilities and charges Other non-current assets and liabilities Working capital (*) (**) (**) Note (*) [11] [13] [23] [25] [9] [12] [24] [20] [10] [25] 31 Dec 2008 3,749 (3,247) 294 (1,077) 347 31 Dec 2009 4,412 (3,268) 176 (1,181) 421 Increase/(Decrease) 663 (21) (118) (104) 74 66 560 494 Notes to the separate financial statements. Working capital does not include the amount of 485 million euros payable by the Company to parents, following the European Commission’s Decision C42/2006 of 16 July 2008. This sum was paid into an escrow account set up in favour of the Ministry of the Economy and Finance and paid to the MEF in January 2009. Working capital amounts to 560 million euros, representing an increase of 494 million euros compared with the end of 2008. The rise is essentially due to the net increase in Trade receivables and other current assets of 663 million euros due to: • the increase in amounts due to from Cassa Depositi e Prestiti as fees and commissions for the collection of postal savings deposits accruing in 2009 and yet to be collected; • the delay in collecting amounts due from the Ministry of the Economy and Finance in the form of Universal Service Obligation (USO) subsidies; • the delay in collecting amounts due from the Information and Publishing department of the Cabinet Office in the form of publisher tariff subsidies. At 31 December 2009 Equity amounts to 4,076.9 million euros and breaks down as follows: • Share capital 1,306.1 million euros • Reserves 659.6 million euros • Retained earnings 2,111.2 million euros. Compared with 31 December 2008, Equity has increased by 987.9 million euros as a result of the following changes. Additions: • net profit for the year of 736.7 million euros; • movements in the fair value reserves, amounting to 366.7 million euros net of tax; the balance of actuarial gains and losses on provisions for staff termination benefits, totalling 36.1 million euros net of tax. Reductions: • the payment of dividends to shareholders, totalling 150 million euros; • movements in the cash flow hedge reserves, amounting to 1.6 million euros net of tax. Directors’ Report on Operations 46 Net debt/(funds) at 31 December 2009 is summarised below: (€m) Financial liabilities - Bonds - Shareholder loans - Bank borrowings - Other borrowings - Other (**) Liabilities attributable to BancoPosta Financial assets - Loans and receivables - Available-for-sale financial assets - Derivative financial instruments Assets attributable to BancoPosta Net liabilities/(assets) Deposits and cash in hand Note (*) 31 Dec 2008 31 Dec 2009 Increase/(Decrease) [22] 4,764 771 840 657 111 2,385 37,206 (2,079) (1,527) (551) (1) (38,909) 982 (973) 4,437 771 679 251 76 2,660 37,810 (1,608) (1,347) (261) (39,512) 1,127 (1,599) (327) n/s (161) (406) (35) 275 604 471 180 290 1 (603) 145 (626) 9 (472) (481) [14] [8] [14] [15] Net debt/(funds) n/s: not significant. (*) Notes to the separate financial statements. (**) Includes derivative instruments, financial liabilities payable to subsidiaries and other financial liabilities. Net funds of 472 million euros at 31 December 2009 mark an improvement of 481 million euros on the net debt of 9 million euros reported at the end of 2008. This primarily reflects an increase in operating cash flow, and a reduction in cash outflows for investing activities. Therefore, after repaying a number of borrowings maturing during the year, requiring an ouflow of approximately 600 million euros, and having paid dividends to shareholders, the Company’s Liquidity at 31 December 2009 amounts to 1,599 million euros (973 million euros at 31 December 2008). (€m) 31 Dec 2008 31 Dec 2009 619 1,494 (863) (277) 973 1,547 (595) (326) Net change in cash and cash equivalents 354 626 Deposits and cash in hand at end of year 973 1,599 Deposits and cash in hand at beginning of year Cash flow from/(for) operating activities Cash flow from/(for) investing activities Cash flow from/(for) financing activities and shareholder transactions Poste Italiane | Annual Report 3. Financial review | 4. Areas of business 47 4. AREAS OF BUSINESS Gruppo Poste Italiane offers integrated communication, logistics and financial services and products across Italy, through a network of around 14,000 post offices, its website and the contact centre. Poste Italiane SpA is obliged to supply a Universal Postal Service until 2015. The Group increasingly aims to supply integrated services and innovative solutions to the general public, to businesses and Public Sector entities (central and local government bodies) by taking advantage of its distribution channels, as well as the multiple and complementary capabilities of its organisational structure. The Group also supplies Public Sector entities with a variety of collection, payment and reporting services, in keeping with the development of e-government processes. Via its post office network the Group also provides socially relevant services by enabling access to public services of an administrative and financial nature, such as the “Reti Amiche” project and the “Social Card” initiative. The business is organised into the three segments described below: Postal Services, Financial Services and Insurance Services. • Postal Services, including Mail, Express and Parcels, and Philately activities carried out by Poste Italiane SpA and certain subsidiaries (SDA Express Courier, the Postel Group, Poste Italiane Trasporti SpA, Mistral Air Srl, Consorzio Logistica Pacchi ScpA and Italia Logistica Srl). • Financial Services, including the activities of BancoPosta and the subsidiary, Poste Tutela SpA. • Insurance Services, including the activities carried out by Poste Vita SpA (whose products are distributed through post offices) and its subsidiary, Poste Assicura SpA. • Other complementary activities carried out by Poste Italiane SpA, as well as those conducted by certain Group companies (BancoPosta Fondi SpA SGR, EGI SpA, Postecom SpA, PosteShop SpA, Poste Link SCRL, PosteMobile SpA, Poste Energia SpA and Poste Tributi SpA), which are allocated to the Other Services segment. Directors’ Report on Operations 48 4.1 POSTAL SERVICES This segment includes three areas of activity: • Mail, comprising Poste Italiane SpA's provision of traditional postal services, as well as direct marketing and innovative services, within the broader sector of paper-based and electronic communications, and the services provided by the Postel Group in the Mass Printing sector; • Philately, which regards the marketing of Postage and Revenue Stamps and products for stamp collectors; • Express and Parcels, including express delivery products offered on the deregulated market by Poste Italiane SpA to Retail and SME customers, and by SDA Express Courier to business customers, as well as the Standard Parcels service offered under the Universal Service Obligation. The subsidiaries, Mistral Air SpA and Poste Italiane Trasporti SpA, provide support services and air and road transport, whilst Consorzio Logistica Pacchi ScpA carries out sorting, handling and delivery activities relating to the parcels service. The Contratto di Programma (Planning Agreement) regulates relations between the Ministry of Economic Development and Poste Italiane SpA regarding provision of the Universal Postal Service. The agreement regarding the three-year period 2009-2011 is still being drawn up. Until it is signed, the provisions of the Contratto di Programma (Planning Agreement) for 2006-2008 will remain in force. The Addendum to the Contratto di Programma (Planning Agreement) for 2006-2008, prepared jointly by Poste Italiane and the Ministry for Economic Development and envisaging the recovery of the remaining subsidies due as compensation for providing a universal service under the subsidy cap mechanism, has been modified by the Interministerial Committee for Economic Planning (CIPE), which in its opinion of 18 December 2008 (published in the Official Gazette of 18 April 2009) revised the amounts payable for the years 2006, 2007 and 2008. The text, as modified by the Committee, must receive the approval of the Ministry of the Economy and Finance before it can be signed by the parties. The Philately business is also regulated by the Contratto di Programma (Planning Agreement), which governs the issuance of Postage and Revenue Stamps, by granting the Ministry for Economic Development the exclusive right to plan the issue of Postage and Revenue Stamps, with responsibility for distribution and marketing assigned to Poste Italiane SpA. The annual issue plan is subject to approval by the "Consulta per l'emissione delle Carte Valori Postali e la Filatelia" ("Council for the Issue of Postage and Revenue Stamps and Philately"), which is chaired by the relevant Minister. The existing regulatory framework provides for three-yearly reviews of the prices and tariffs applied to postal products, in order to keep pace with inflation over the previous three years and take account of the quality levels achieved during the period. Legislative Decree 261/1999 requires any changes to the prices of products exposed to competition to be decided on directly by the Ministry for Economic Development – Communication (the Postal Market Regulator), based on Poste Italiane’s proposals. The Decree issued by the Ministry for Economic Development on 19 June 2009 came into effect on 29 June. This contains provisions governing the sending of registered and insured mail, both nationally and overseas, that falls within the scope of the universal postal service and does not regard administrative and legal process. The Decree introduces certain changes to the pricing structure in effect at 1 January 2004 and gives greater importance to the alignment of prices with the real cost of the service and market trends. The main changes regard alterations to the prices for Posta Raccomandata and Posta Assicurata (registered and insured mail) for retail customers and the introduction of new non-retail products, Posta Raccomandata Smart and Posta Assicurata Smart, which can only be collected at specially enabled centres in Poste Italiane’s logistics network, and that involve the differentiation of prices based on the location of addressees. The new tariffs continue to be below the European average. Poste Italiane | Annual Report 4. Areas of business 49 Law 69 of 18 June 2009 relating to “Provisions regarding economic development, simplification, competitiveness and civil procedures” introduced changes deriving from the provisions of article 16, “Measures regarding competition and customer protection in the postal sector”, and article 33, “Authorisation of the Government to amend the Digital Administration Code pursuant to Legislative Decree 82 of 7 March 2005”. Specifically, article 16 amended several parts of Legislative Decree 261/99, strengthening the role of the Postal Market Regulator, which is authorised to adopt necessary measures to ensure continuity of the universal service, to facilitate access to aspects of the postal service such as post codes and to ensure that information regarding prices and quality targets is publicised. Moreover, the postal service's “role in society and in local communities” was highlighted, thanks to the nationwide presence of its network. Finally, the provisions of art. 14 of Legislative Decree 261/99 were revised by providing a more detailed description of the section on claims management in the Quality Charter, including voluntary conciliation procedures. Specifically, the Quality Charter is required to give a more detailed and clearer description of the timeframes for dealing with claims and the procedures adopted in managing cases regarding loss, theft or damage of mail, and generally speaking failure to meet service quality standards17. Based on the changes made, the criteria for allocating responsibility when more than one operator is involved will need further clarification. Art. 33 of Law 69/2009 empowers the Government, amongst other things, to revise the Digital Administration Code (Legislative Decree 82/2005) regarding: simplification of the adoption and use of the digital signature; the placement of publicly owned companies and/or companies with majority public ownership on an equal footing with Public Sector entities; and the regulation of electronic copies. The Ministry of Economic Development Decree of 26 October 2009, relating to “Provisions regarding identification of postal operators on mail and related forms”, in an increasingly competitive marketplace, aims to guarantee transparency and customer protection by requiring postal operators with individual licences or general authorisation to indicate the name of the company responsible for the service, as well as any categories of product or service provided, on all mail and related forms as of 2010. With respect to publisher tariff subsidies, Law 99 of 23 July 2009 relating to “Provisions regarding the development and internationalisation of companies, and energy issues", ahead of the deregulation of postal services and until reduced-rate tariffs for sending editorial products have been revised, establishes that “the unit cost on which reimbursement to Poste Italiane SpA, within the limits of the provisions allocated to the relevant items of the Cabinet Office's own budget is based” should be equal to “the rate deriving from the current relevant agreement that is most favourable to the payee”. The impact of this law and the means of compliance are still under examination. The Antitrust Authority ruling of 15 October 2009 launched an A/413 procedure in order “to determine whether the Company's actions entailed an abuse of a dominant market position pursuant to art. 82 of the EC Treaty”, with specific reference to the Posta Time product and participation in certain tenders. Consequently, the Company sought to demonstrate to the Authority the "proportionality" of its commercial actions and, in the belief that such actions fully comply with competition legislation, on 1 March 2010 it nevertheless decided to give certain specific commitments aimed at curbing any anti-competitive behaviour. The outcome of the subsequent phases of the investigation, which is currently underway, is awaited. On 9 February 2010, within the scope of its advisory capacity to Parliament and the Government, the Antitrust Authority highlighted the need, within the gradual process of market deregulation, to pay special attention to the postal sector by appointing an independent Regulator, which under current legislation is one of the responsibilities of the Ministry of Economic Development. At the same time, it suggested that this role should be granted – in line with measures already implemented at national and EU level – to the Antitrust Authority. 17. Elements already contained in the latest version agreed on by Poste Italiane and the Consumers’ Associations. Directors’ Report on Operations 50 4.1.1 COMMERCIAL OFFERING Mail The value added unrecorded mail product, Posta Time, was launched. Thanks to the innovative use of palmtop computers supplied to delivery staff, this product is able to provided certified proof of delivery dates and times for mailings to metropolitan areas and provincial capitals. Availability of the recorded mail product, Raccomandata 1, was extended to include Business customers. The new product enables customers to send registered mail rapidly and securely (the first attempt at delivery on the next day after mailing). The range of ancillary services was increased with the Posta Easy Basic and Posta Easy Full packages, with which Poste Italiane is able to offer a full service solution for the printing, packaging and preparation of mailings. The Pick up Light18 offering was also extended to Business customers, whilst the Consegna a domicilio product, again targeted at Business users, was launched. This allows customers to receive registered and unregistered mail at their premises during determinate time bands and/or on agreed days. From June it is also possible to activate personalised delivery19 services on line. A new publishing service, called Consegna Multicopie, was launched. This service enables publishing companies to send copies of periodicals that are not for general distribution in a single parcel – weighing less than 20 kg – to regular customers, such as large enterprises, professionals, associations and franchise networks. Regarding integrated services, in line with the ongoing commitment to create services with high added value, new modular variations of the Integrated Notification Service were launched, including: the new Area Integrated Notification Service for customers requiring notification of legal documents sent in original copies and/or signed by hand, with relatively low volumes; and the Notification by Messenger service, which enables delivery of a true copy of an original deed or order to an addressee with legal effect. Finally, Poste Packaging, a new service aimed at Business customers, was launched. This service enables modular management of the various phases of the delivery of packages weighing up to 5 kg: stock management and micro-logistics, management of payments, reporting and the management of undelivered items. Customers may choose appropriate modules in accordance with their needs. The Postel Group provides communications services for businesses and Public Sector entities. In addition to printing and enveloping mail, which traditionally represents the Group’s core business, its service offering includes Mass Printing (the group of services intended for outsourcers of large volumes of mail); Direct Mailing (integrated communications and marketing services combined with the printing of commercial documentation); Door to Door (corporate support services for “unaddressed” mail campaigns); and Electronic Document Management by which the Group offers its customers traditional optical acquisition and storage services, as well as new services such as backup optical filing and electronic billing; and e-procurement (the management, distribution and supply of stationery, IT products, blank forms, printed matter, consumables and other products required by Poste Italiane SpA's network of 14,000 post offices). On 30 September 2009 the Board of Directors approved the acquisition of a 15% interest in the consortium, Poste Contact, ahead of the subsequent merger with the Poste Link consortium, in which Postel has a 15% stake. Online services Online services are provided by an integrated electronic communications platform (NPCE). Hybrid mail is sent electronically and arrives at its destination in paper form, maintaining the same value as traditional mail. These services are available via the website www.poste.it and the new website for Business customers www.posta- 18. The service involves the collection of recorded and unrecorded mail of up to 2 kg in weight from the customer’s premises. 19. This relates to services such as Seguimi, services for people changing address, as it enables them to continue to receive all their mail as normal at their new address even if sent to the old one; Aspettami, which enables mail that isn’t signed-for to be kept for a period of between 1 and 4 weeks; and Dimmiquando, which enables customers to choose which day of the week to receive Registered and Insured mail. Poste Italiane | Annual Report 4. Areas of business 51 online.it, as well as via Host-to-Host solutions for companies that need to incorporate electronic mail directly within their current information and management platforms (intranet/CRM or other). ForOnline Registered Mail customers who access the New Electronic Communication Platform (NECP) via Host-to-Host, the Track and Trace (T&T) service is available. Customers can track their own mail and directly check delivery of registered mail on the interface that is used for accessing the online registered mail service. Finally, a Digital Certified Date service was launched, which enables customers to digitally stamp documents, thereby certifying the time and the date without having to go to a post office. Service quality Quality targets are established by the Postal Market Regulator and regard delivery times, which must be guaranteed for certain percentages of mail. With a Decree issued on 23 November 2009, published in the Official Gazette on 1 December 2009, the Ministry of Economic Development set “Quality targets for the three-year period 2009-2011 regarding bulk, registered and insured mail, and standard parcel services”. The Ministry kept the targets for bulk and registered mail and standard parcels at 2008 levels, and introduced a gradual and slight increase for the insured mail target, entailing delivery within three days of collection. Quality results compared with the targets set by the Ministry of Economic Development Decree are shown in the table below. 2008 Prioritary Mail (*) International Mail (**) inbound outbound Registered Mail (***) Insured Mail (***) (*) (**) (***) 2009 Delivery within Target Actual Target Actual 1 day 89.0% 90.6% 89.0% 90.7% 85.0% 85.0% 92.5% 92.5% 94.6% 94.1% 94.4% 98.6% 85.0% 85.0% 92.5% 93.0% 93.6% 93.3% 94.3% 98.1% 3 3 3 3 days days days days Based on data certified by IZI on behalf of the Ministry for Economic Development. Based on data certified by IPC - Unipost External Monitoring System (UNEX-Country System). Monitored by an electronic tracking system. Philately The philately market is made up of approximately one and a half million stamp collectors, one of the largest groups of collectors in Italy. The promotion of philatelic products takes place mainly through philatelic specialists20, who are, among other things, responsible for managing the supply of philatelic products to the 295 Philately Counters. The products were also promoted during the year through the more than 2,000 temporary stands, offering philately services, set up for exhibitions and events during the year, and by the “Spazio Filatelia” shops, which grew in number with the opening of a new store in Trieste21. In addition to the usual annual events, the International Philately Festival “Italia 2009”, the most important international philatelic event to take place in Italy in the last ten years, was held in Rome in October. The festival was organised by Poste Italiane in collaboration with the FSFI, a federation of the Italian Philatelic Society and the AFIP, the Association of Professional 20. These are dedicated personnel trained to support the promotion of the products offered. 21. Other “Spazio Filatelia” shops are located in Rome, Milan, Venice and Naples. Directors’ Report on Operations 52 Italian Philatelists, and attended by around 50 postal entities and 80 commercial operators from 15 different countries. The philatelic exhibition area was divided into the following competition categories: aerophilately, thematic and traditional philately, maximaphily, postal history and philatelic literature. Of particular interest were 500 collections, some of them on display for the first time, and books from throughout Europe and the Mediterranean basin, as well as from Canada, the United States, Argentina, South Africa and Australia. The range of philatelic products was particularly large, partly due to the International Philately Festival being held at the same time, resulting in special issues: the Italian language, Sport, Collecting, Music and Europe. As usual, the Programme broke down into various thematic series including: “20th-century Italian Masters”, “Christmas scenes”, “Italian artistic and cultural heritage”, “Tourism”, “Motorcycles”, “Made in Italy” and “Institutional bodies”. Series of stamps commemorating events of particular importance included: the Fifth National Conference on Drug Use; Roma Capitale; the 125th anniversary of the foundation of the jeweller, Bulgari; San Daniele ham on the 500th anniversary of the first known documentation for the thematic series “Made in Italy”; the Carabinieri's Cultural Protection Unit for the thematic series “Institutional bodies”; the 13th World Water Sports Championship; the G8 Summit; and the Museum of San Gennaro’s Treasure in Naples for the thematic series “Italian artistic and cultural heritage”. Commemorative series also included stamps marking the two-hundredth anniversary of the birth of Charles Darwin; the fiftieth anniversary of the death of Don Luigi Sturzo and the thirtieth anniversary of the death of Emilio Alessandrini; and the four-hundredth anniversary of the death of San Giovanni Leonardi. Express and Parcels In order to head off the adverse conditions in the express delivery market, which has been strongly affected by the economic downturn in Italy, the Company continued to focus on improving margins on domestic products and strengthening its presence in the international market. In Italy the Company launched an ancillary service called Time definite, guaranteeing next-day delivery of Postacelere1 plus and Paccocelere1 plus products to over 700 destinations by 10am in the morning. Trials of the “Pacco voluminoso” option also began, enabling customers to use the Paccocelere1 plus and Paccocelere3 plus services at no extra charge even if the parcel dimensions exceed established size limits (140x80x80cm), provided that the parcels are sent from participating post offices and Postal Network Centres, and are not heavier than the weight limit of 30 kg. A new Postacelere 1 Plus service called City was introduced in some post offices in Rome and Milan. This enables sameday delivery within the metropolitan area at no extra cost. The Business Customer offering was added to with the introduction of the Home Box solution, including a pick-up service and scheduled delivery within 6 days of collection. Availability of the Pick-up service (an additional service offered in combination with the Postacelere 1 plus, Paccocelere 1 plus and Paccocelere 3 products) was extended to further areas of the country, with the service being offered in 27 major cities and 16 provincial areas at the end of 200922. SDA Express Courier SpA as well as being one of the leading operators in the Italian Express Delivery sector, especially regarding distribution of the postal products, domestic and international Paccocelere and Standard and J+3 Parcels, also offers integrated solutions for distribution, logistics and catalogue sales. During 2009, in response to the difficult economic situation, a range of measures were adopted at both operating, via process improvements, and commercial level. In the latter case, the domestic Express Delivery offering has been extended with the launch of the Economy service, a new parcels service that gives businesses an opportunity to boost trade by keeping down shipping costs. This service, which is only available online, takes three working days on average and allows customers to save about 20% on the national Express Delivery rate. The website “mySDA”, which extends all the online functions previously available only to medium and large shippers to "small" customers, was also launched during the year. Access to this facility is available round-the-clock via the internet, without any need to contact the Call Centre. 22. Milan and the neighbouring province, including Monza, Rome and province, Florence, Prato, Salerno, Verona, Vicenza, Bari, Bologna, Catania, Turin, Varese, Brescia, Lecce, Naples, Palermo, Pistoia, Rimini, Taranto, Genoa, Parma, Modena, Fermo, Ancona, Perugia, Pescara and Cagliari, as well as areas of the provinces of Latina, Pisa, Ferrara, Macerata, Padova, Biella, Caserta, Lodi, Teramo, Ascoli Piceno, Potenza, Avellino, Cosenza, Crotone, Enna and Trapani. Poste Italiane | Annual Report 4. Areas of business 53 As part of a programme to reorganise the Gruppo Poste Italiane in order to maximise synergies between Group companies, it was decided to contribute Poste Italiane's shareholding in Poste Italiane Trasporti to the Company. This will take place in the early months of 2010. Online services With regard to e-commerce, the Company continued in its efforts to offer tailor-made solutions for businesses who use Postecommerce, the integrated offering that, among its various functions, allows customers who make many shipments during the year to track their parcels and express delivery products on line. Service quality The service quality achieved by Express and Parcels is shown in the table below. With respect to the Standard Parcels product, which is provided under the Universal Service Obligation, results are compared with the "Quality targets for the three-year period 2009-2011 regarding bulk, registered and insured mail and standard parcels" set by the Ministry of Economic Development Decree of 23 November 2009. The targets for Postacelere and Paccocelere are contractually binding and were established by SDA and the Parent Company. 2008 Delivery within Standard Parcels Postacelere Express Delivery Paccocelere Target 2009 Actual Target Actual 97.4% 5 days 94% 95.8% 94% 1 day 90% 94.4% 90% 94.3% 3 days 98% 99.1% 98% 98.7% All products are monitored with an electronic tracking system. Other companies Poste Italiane Trasporti SpA is a road haulier that operates primarily for the Parent Company and carries postal products over medium to long distances, in addition to providing postal product clearing services at the Bologna and Rome Hubs. During 2009 the quality of transport registered a generally high percentage of punctuality, regarding arrival and departure times as well as the level of efficiency of the postal product clearing services at the Hubs. The company continued to provide country-wide transport services for customers outside the Group, which met with a positive response from users. Total revenues for the year, deriving almost entirely (99.6%) from payments for services provided to the Parent Company, registered a decrease of 9.6% with respect to 2008 (31.2 million euros in 2009 compared with 34.5 million euros in 2008) primarily due to a change in contractual tariffs regarding the national network and a contraction in special runs due to a reduction in traffic volumes. In line with the reduction in revenues, 2009 witnessed a 15.8% fall in the cost of goods and services (24.6 million euros in 2009 compared with 29.2 million euros in 2008) essentially connected to renegotiation of the main supply contracts. Profit for the year rose from 258 thousand euros in 2008 to 803 thousand euros in 2009. Mistral Air Srl provides air mail services to Poste Italiane SpA in addition to air freight for other customers, in order to cover its fixed overheads. In 2009 the new activities defined in the Company's development plan were stepped up and the operations of the leading Italian postal air transport carrier within the Parent Company's air network were expanded, with the introduction of nine Directors’ Report on Operations 54 new routes during the year (Rome-Brescia round trip, and Cagliari, Bari, Ancona and Pescara to and from the Brescia Hub). In this context the Company replaced the BAe146 fleet, previously used on behalf of TNT (whose service contract was terminated in July 2009), with two ATR42 Cargo aircraft which have joined the Quick Change Boeing B737-300 aircraft used for the Parent Company's postal network night flights. However, operations during the year were also influenced by the slowdown in passenger traffic that began in 2008 and continued throughout 2009, primarily due to the economic downturn that has strongly impacted the Company's business. Overall, operating results report a 3.2% decrease in sales and service revenues (51.6 million euros in 2009 compared with 53.3 million euros in 2008) and a significant 14.3% reduction in the cost of goods and services (47.5 million euros in 2009 compared with 55.4 million euros in 2008), partly thanks to careful cost management. The Company was able to cut its operating loss from the 9.7 million euros of 2008 to 2.3 million euros in 2009, in line with the turnaround plan prepared by management during 2008. Negative equity of approximately 0.7 million euros reflects the impact of the two injections of capital carried out by the Parent Company. Despite the significant improvement in operations reported above, in February 2010 it was necessary to cover the losses made in 2009, as required by art. 2482-ter of the Italian Civil Code (capital below the legal minimum). The General Meeting of shareholders approved the injection of a further 3.5 million euros into the company, thereby meeting the requirements of art. 2482-ter. Consorzio Logistica Pacchi ScpA, which is a wholly owned subsidiary of the Group (51% by Poste Italiane SpA, 39% by SDA Express Courier SpA, 5% SDA Logistica Srl and 5% Mistral Air), continued to coordinate, supplement and supervise consortium members' operating activities, and to engage in activities relating to the sorting, handling and delivery of Parcels that Poste Italiane SpA, in its role as a Universal Service provider, is required to carry out. The Consortium is also responsible for air mail letter and newspaper services (night flights) between seven Italian airports provided by the consortium member, Mistral Air, and for the integrated logistics and records management services provided by the consortium member, Italia Logictica Srl. In order to achieve greater integration of the Group’s activities, from May 2008 responsibility for Postacelere 1 Plus, Paccocelere 1 Plus and related services was transferred to the Consortium from SDA Express Courier. Italia Logistica Srl This company, which was established on 1 August 2008 following the agreed merger of Omnia Logistica (a Ferrovie dello Stato Group company) and SDA Logistica srl, is jointly owned by FS Logistica SpA (a Ferrovie dello Stato Group company) and SDA Express Courier SpA, and offers integrated and multimodal logistics services23. 2009 saw expansion of traditional businesses, partly due to the lease of three divisions that provide integrated logistics services from Obiettivo Logistica SpA, and the acquisition of nine important contracts. International industrial transport (by sea and air) of logistics activities for Fiera Milano SpA was also launched, with a view to diversifying into other logistics sectors with higher added value. Operations were affected by the general downturn in the freight transport sector, as well as the impairment of certain doubtful accounts and part of the value of goodwill allocated to the transport and multimodal logistics businesses. As multimodal transport activities, deriving from the acquisition of the Omnia Logistica division, have only been operating since 1 August 2008, any comparison between the two years is affected by the change in activities. The value of production amounts to 73.2 million euros, an increase of 58.6% compared with 2008 (revenues of 46.2 million euros in 2008), benefiting from the effects of the acquisition of new contracts. Costs were up 63.5%, rising from 45 million euros in 2008 to 73.6 million euros in 2009, and the operating result deteriorated, with a loss of 5.4 million euros reported in 2009 compared with operating income of 0.3 million euros registered in 2008. 23. The company only began offering multimodal logistics services from 1 August 2008, following its acquisition of Omnia Logistica. Poste Italiane | Annual Report 4. Areas of business 55 4.1.2 OPERATING RESULTS MAIL AND PHILATELY Volumes (€000) Revenues (€m) 2008 2009 Var. % 2008 2009 Var. % Priority Mail 1,471,029 1,225,295 (16.7) 1,049 873 (16.8) Bulk Mail 1,708,885 1,564,006 (8.5) 935 855 (8.6) Total Unrecorded Mail 3,179,914 2,789,301 (12.3) 1,984 1,728 (12.9) 251,176 253,564 1.0 834 911 9.2 36,797 33,928 (7.8) 203 193 (4.9) 287,973 287,492 (0.2) 1,037 1,104 6.5 Registered Mail Insured Mail and Legal Process Total Recorded Mail Philatelic products and other basic services n/s n/s 181 211 16.6 Integrated services 45,073 70,702 56.9 217 260 19.8 Digital and multi-channel services 17,867 15,961 (10.7) 77 73 (5.2) (14.2) Direct Marketing 1,437,303 1,258,183 (12.5) 331 284 Unaddressed Mail 590,858 579,358 (1.9) 32 31 (3.1) Services for Publishers 969,604 881,848 (9.1) 177 153 (13.6) 8.6 8.4 (2.3) 4,045 3,852 (4.8) 219 232 5.9 70 67 (4.3) 247 220 (10.9) Post Office Box rental Total market Revenues including Philately Products and Revenue Stamps Electoral subsidies Publisher tariff subsidies Total Mail and Philately (*) Postel Group - External revenue 6,528,592 5,882,845 (9.9) 4,362 4,139 (5.1) - - - 241 217 (10.0) Certain amounts for 2008 have been reclassified in order to ensure comparability across the two periods. n/s: not significant. From 2009 notices of receipt for Registered Mail have been treated separately, with priority mail volumes (2008 and 2009) also including these items. (*) Overall mail volumes, including items handled by Postel and relating to Promoposta (40 million items), amount to approximately 5.9 billion items at 31 December 2009. Continuation of the recession that began in 2008 resulted in a further decline in economic activity across all sectors of the real economy in 2009, including the postal market, which is already contracting and subject to intensified competition as a result of the gradual opening up of the market. At international level the postal industry is undergoing radical transformation and the volumes of traditional postal services are set to gradually decline. Indeed, 2009 registered a drop in the volume of postal products, with 5,883 million items handled, compared with 6,529 million in 2008 (down 9.9%) essentially due to a reduction in Unrecorded Mail, which registered a 12.3% decrease in volumes (391 million fewer items) and Business Mail (Direct Marketing and Unaddressed Mail), which fell by 9.4% (191 million fewer items). Market revenues, before publisher tariff and electoral subsidies (220 and 67 million euros, respectively), amount to 3,852 million euros, compared with 4,045 million euros in 2008 (down 4.8%). The fall in Unrecorded Mail volumes is reflected in revenues, which are down 12.9% from 1,984 million euros in 2008 to 1,728 million euros for 2009. Directors’ Report on Operations 56 Revenues from Recorded Mail registered an increase of 6.5% (up 67 million euros), whilst volumes substantially held up (down 0.2%, corresponding to 481 thousand fewer items than in 2008). This performance derives from the different product mix that emerged during the year and the changes made to the tariff structure, arising from application of the Ministry of Economic Development Decree of 19 June 2009, which regulates the new Registered Mail and Insured Mail offering. Increased sales of the Raccomandata 1 product, whose growth was driven by the greater number of enabled post offices and an increase in Legal Process services, offset the reduction in more traditional registered mail products (Registered and Insured), which incrementally benefited revenues due to higher unit tariffs. Integrated services for the delivery of legal process and tax demands continued to make a positive contribution to revenues in this sector, recording increases of 56.9% in volumes (up 26 million items) and 19.8% in revenues (up 43 million euros) compared with 2008, thanks to deliveries of tax demands and Integrated Notification Service registered mail. Digital and multi-channel services saw a reduction in revenues compared with 2008, reflecting the natural decline in the more traditional services, such as telegrams and certofax. Overall, the segment saw a 5.2% drop in revenues (equivalent to almost 5 million euros), due to a 10.7% decrease in volumes collected (1.9 million fewer items) compared with 2008. As already mentioned, Business Mail registered a decline, as it was strongly affected by the current global recession. In particular, Direct Marketing, on the back of the sharp downturn in the advertising market during 2009, reported a reduction in revenues of 47.5 million euros (down 14.2%) with respect to 2008, compared with a decrease of 179 million items (down 12.5%). The weakness of the advertising market was also reflected in the market for publications. Publishing services registered falls in volumes and sales of 9.1% and 13.6%, respectively, compared with 2008, whilst publisher tariff subsidies also declined (down 10.9% on 2008), reflecting efforts to cut public spending. This form of subsidy is also subject to uncertainty over the effective recoverability of amounts payable to Poste Italiane SpA by the State to cover the reduced-rate tariffs offered to publishers. Philately revenues, including those generated by the sale of Revenue Stamps, amount to 232 million euros (219 million euros in 2008). The 2008 Philately Programme included 52 issues with 77 stamps and 6 postcards, with a value of 66.65 euros (51 issues with 63 stamps and 1 postcard, with a value of 50.25 euros in 2008). Stamps continue to be a leading product, and register excellent performances even in times of recession. Philately products connected with stamps(folders, postcards, etc.) have maintained a steady sales performance. Postel Group’s third-party revenues amount to 217 million euros (241 million euros in 2008). This performance reflects reduced volumes in the Mass Printing and Direct Marketing sectors deriving primarily from stiff competition and the ongoing economic downturn, and was only partly offset by the robust performance of the new Electronic Document Management business (earnings rose from 14.5 million euros in 2008 to 24 million euros in 2009). However, despite the economic downturn, the company posted a generally good performance, and is geared towards maintaining business development through innovation and diversification of lines of business and by constantly paying attention to improving the efficiency of operating processes and product support. Poste Italiane | Annual Report 4. Areas of business 57 EXPRESS DELIVERY, LOGISTICS AND PARCELS Volumes (€000) 2008 Revenues (€m) 2009 % inc./(dec) 2008 2009 % inc./(dec) 10,681 9,529 (10.8) 2,357 2,248 (4.6) 110.2 94.3 (14.4) 40.6 37.6 (7.4) 13,038 11,777 (9.7) 150.8 131.9 (12.5) 33,538 31,657 (5.6) 234.1 219.8 (6.1) Postacelere Domestic International Total Postacelere SDA Express Courier SpA Domestic Express Delivery International Express Delivery 2,004 2,236 11.6 17.5 17.8 1.7 Tailor-made Services n/r n/r n/a 38.0 36.1 (5.0) Other revenues n/r n/r n/a 16.3 14.0 (14.1) Total SDA Express Courier SpA - External revenue 35,542 33,893 (4.6) 305.9 287.7 (5.9) Total Express Delivery 48,580 45,670 (6.0) 456.7 419.6 (8.1) Certain amounts for 2008 have been reclassified in order to ensure comparability across the two periods. n/r: not recordable as such data relates to tailor-made services supplied to banks and insurance companies that cannot be calculated in volume terms. n/a: not applicable. Apart from a few signs of recovery during the last quarter of the year, the Express Delivery business was strongly affected by the current economic downturn in Italy. Specifically, the difficult economic situation gave rise to a widespread loss in consumer confidence leading to lower consumption and therefore a reduction in industrial output that negatively impacted the whole sector. This resulted in a decline in revenues compared with the previous year. Moreover, price cutting by competitors, aimed at countering the negative effects of the recession, led to a substantial fall in average unit revenue. In 2009 the Express Delivery segment reported a reduction in deliveries (volumes down 6% on 2008), due to the downturn in industrial output, as well as a downtrend in the average sales price. The combination of these two factors had a negative impact on the sector's revenues, which fell by 8.1% compared with 2008, corresponding to a decrease of 37.1 million euros and a 2.9 million reduction in the number of items delivered. These reduced earnings include 18.9 million euros regarding the Postacelere segment, especially the domestic market, and 18.2 million euros relating to a fall in deliveries made by SDA Express Courier. Specifically, the Domestic Express Delivery product reported a 5.6% drop in volumes and a 6.1% decline in related revenues, due in large measure to the difficult state of the market entailing keen competition, especially regarding prices. However, if the contraction of around 10%24 in the domestic transport market compared with 2008 is taken into account, this performance confirms the Group's resilience and the appropriateness of the strategy implemented. International Express Delivery bucked the trend reported by other products, registering a slight 1.7% increase in revenues compared with 2008, due to the agreement with UPS. In order to counter the negative factors that influenced results, during the year SDA Express Courier implemented an initiative to reduce and optimise the cost of goods and services (366 million euros in 2009 compared with 385 million euros in 2008), which helped to limit the effects of the above-mentioned decline in revenues. The company reported a net loss of 23.5 million euros (compared with the net profit of 302 thousand euros reported in 2008). 24. Source: DATABANK. Directors’ Report on Operations 58 Volumes (€000) Revenues (€m) 2008 2009 % inc./(dec) 2008 2009 % inc./(dec) (23.2) Universal Parcels Service Domestic Parcels 8,235 6,952 (15.6) 29.8 22.9 Parcels - international export 354 405 14.4 15.3 15.6 2.0 Parcels - international import 295 275 (6.8) 3.7 3.6 (2.7) 1.5 1.5 - 50.3 43.6 (13.3) 25.6 22.2 (13.3) 75.9 65.8 (13.3) Other revenues Total 8,884 7,632 (14.1) Publisher tariff subsidies Total Parcels 8,884 7,632 (14.1) Universal Parcels Service revenues, before Publisher tariff subsidies, amount to 43.6 million euros, marking a decline of 13.3% on 2008. 4.2 FINANCIAL SERVICES The Financial Services offering includes current accounts, payment services, financial products (including post office savings products such as Savings Books and Interest-bearing Postal Certificates distributed on behalf of Cassa Depositi e Prestiti) and third-party loan products. The subsidiary, Poste Tutela SpA, provides backup services for the above-mentioned activities and is responsible for the organisation, coordination and management of funds and valuables in all branches and post offices throughout the country. With regard to the European Commission’s Decision regarding alleged State aid, given in the form of remuneration paid by the Ministry of the Economy and Finance in return for the use of current accounts to attract deposits under the agreement of 2006, and which resulted in the Company having to return, as early as 2008, the amounts received from the Ministry, on 1 December 2008 the Company filed an appeal before the European Community’s Court of First Instance requesting cancellation of the Commission's decision of 16 July 2008. On 2 July 2009 the Commission submitted its counter-arguments (notified to the Company on 7 July 2009), thus marking the start of the Court’s initial investigation. Announcement of the date of a hearing is awaited, which is unlikely be held before the summer of 2010, unless the Court decides to speed up the preliminary investigation. Since 1 January 2008 current account deposit investments have been remunerated at a floating rate calculated on the basis of a basket of treasury bonds and indices, in accordance with the method established by the European Commission in its Decision of 16 July 2008 and laid down in a related agreement signed on 25 March 2009. The new agreement, which governs the method of calculating the rate of return on current account deposits held with the Ministry of the Economy and Finance, was rendered executive by the Ministerial Decree of 7 April 2009, and its effectiveness has been back-dated to 1 January 200825. In 2008 the Company was accused of infringing certain provisions of Legislative Decree 231/2001. The Company was charged with having allowed in 2003 – in the absence of appropriate organisational and management models to prevent such actions – the false overestimate of postal savings deposits in order to earn unwarranted income. Whilst it is currently 25. From 1 January 2008, the rate of return is calculated on the basis of the weighted average of average annual returns on government securities or indices, in accordance with the following basket and related weightings: - 5-year Long-term Treasury Certificates (BTP), weighting 90%; - 3-month Short-term Treasury Certificates (BOT), weighting 5%; - EONIA index (Euro Overnight Index Average ), weighting 5%. Poste Italiane | Annual Report 4. Areas of business 59 impossible to predict the outcome of the proceedings, which are still underway before the Court of Naples, it should be noted that the economic and commercial effects of the disputed case have been reflected in the financial statements of previous years, and that Poste Italiane SpA has been implementing appropriate organisational and management models in line with the provisions of Legislative Decree 231/2001 for some time. Following the results of the Bank of Italy’s inspection of BancoPosta in 2008, in April 2009 the Company responded to the inspectors’ findings with its own observations and proposals regarding the initiatives it intends to take in order to resolve the problems identified, which will be periodically provided and continuously updated. In a letter dated 13 August the Supervisory Authority acknowledged the Company's intention to undertake necessary corrective measures regarding BancoPosta's organisational and accounting structure in order to bring it fully into line with the relevant legislation, and also advised Poste Italiane to continue its planning and/or implementation of projects aimed at overcoming the specific issues that emerged during the inspection. On 25 February 2010 the Company notified the Bank of Italy on the state of progress as of 31 December 2009 of the planned activities. In tandem with these activities, a joint working group was set up, including the Bank of Italy, the shareholder, the Ministry of the Economy and Finance, and the Company, in order to assess the best means for identifying legally independent assets for BancoPosta, in order to apply prudential supervision requirements and protect BancoPosta's creditors. Regarding investment services and with reference to the EU’s “Markets in Financial instruments Directive” (MiFID), project activities aimed at introducing consultancy services in conjunction with the investment services already provided continued during 2009. The activities carried out enabled definition of the content of the service model, means for supplying the network and functional requirements for the IT backup system. Moreover, in November 2009, with a view to updating and expanding the knowledge base regarding customers, a customer profiling process was launched entailing use of a new questionnaire that has been brought into line with the relevant regulations, and "adequacy tests" for investment transactions were drawn up. With a view to strengthening the provision of transparent and accurate information to customers, the Company has also started up training courses for staff that work in the distribution network, aimed at boosting specialist expertise relating to the offer of investment products and ensuring full awareness of the approach behind the MiFID and the rules of conduct introduced. Regarding payment services, following the regulations issued by Directive 2007/64/EC26 of the European Parliament and of the Council – Payment Services Directive (PSD) - Poste Italiane is in the process of adapting to the new requirements; the initiatives underway include a review of the relevant corporate processes, as well as updating of IT and contractual procedures. Following the issue of new regulations by the Bank of Italy regarding the "Transparency of transactions and banking and financial services and the fairness of relations between intermediaries and customers"27, the Company has implemented measures aimed at achieving full compliance with the new requirements. Also with a view to improving the quality of customer relations, Poste Italiane has joined the Financial and Banking Mediator, a banking association dedicated to the settlement of banking, financial and corporate disputes, which provides its own mediation, ombudsman and arbitration services in order to offer customers alternative means for settling disputes rather than entering into legal procedures. In addition, the Company, which is expressly identified as an intermediary with regard to the activities of BancoPosta, 26. The Cabinet Meeting of 28 October 2009 approved the draft Legislative Decree, aimed at implementing Directive 2007/64/EC in Italy, regarding payment services in the internal market. The Directive sets out provisions regarding a wide range of means of payment used by customers, with a view to: - increasing customer protection and improving the transparency of the related conditions and access to information; - standardising rights, obligations and disclosure requirements for both users and Poste Italiane; - promoting widespread improvements to the efficiency of the system, including via a further reduction of the time it takes to execute transactions (compared with the SEPA); - increasing competition. 27. The new regulations, issued on 29 July 2009 and expected to come into force on 31 December 2009, "pursues the objective, whilst respecting independent negotiation, of reporting the key elements of the contractual relationship and its variations to customers, thereby encouraging competition in financial and banking markets." Directors’ Report on Operations 60 participates in the new system for reaching out-of-court settlements in disputes that may arise with customers, called the Financial and Banking Ombudsman, and has provided the relevant information to customers. Regarding anti-money laundering and anti-terrorism initiatives, a project was launched in July 2009 that will continue throughout 2010, aimed at strengthening certain operational and monitoring processes. The following initiatives were implemented: • full computerisation of the notification procedure regarding suspect transactions; • new information gathering questionnaires regarding "adequate checking”; • computerisation of the “adequate checking” process and “anti-terrorism” checks; • new risk profiling procedures; • new standard and stepped-up monitoring procedures. Design activities regarding business continuity for BancoPosta (Business Continuity and Disaster Recovery) continued during 2009. Specifically, design activities were launched regarding the installation, customisation and implementation of a new application to manage all the technical and operating procedures relating to Business Continuity and Disaster Recovery. A new project was also launched to comply with the higher standards set by the Bank of Italy regarding “institutions of systemic importance”. As part of the project, an operating test was carried out, with organisation by the CODISE (Service Continuity) emergency committee, which is coordinated by the Bank of Italy in collaboration with the CONSOB. On 28 December 2009 the Antitrust Authority completed an investigation into whether Poste Italiane had abused its dominant market position in the collection and payment services sector, without ruling that an infringement had taken place or imposing any penalty. The Authority accepted and made binding the commitments submitted by the Company regarding the payment of bills, including via alternative channels. 4.2.1 COMMERCIAL OFFERING In 2009 the range of transactional products saw the structured entry of Poste Italiane into the business services sector and consolidation of the BancoPosta Click account. In April, with the launch of “In Proprio” accounts designed for self-employed professionals and small and medium enterprises, the Company changed its product strategy by replacing its undifferentiated Conto Office with four different types of account, tailored to meet the varying requirements of the relevant segments: “Web” (primarily for self-employed professionals and small companies who operate online); “Pos” (for retail traders and craftspeople); “Condominio” (for administrators of apartment buildings); and “Base” (for small enterprises and in general for people who opt for simple transactions dealt with at the post office). This commitment to offer tailor-made, convenient and transparent solutions, which respond to varied customer needs, enabled the BancoPosta In Proprio account to win first prize at the MF Innovation Award 2009, promoted by Milano Finanza, as best new product in its category. The Electronic Money sector continues to be strongly led by the Postamat Maestro card (over 6 million cards issued at 31 December 2009) and the Postepay card ( 5.6 million cards in circulation at 31 December 2009). Taking advantage of the NewGift platform, the range of products was extended by identifying and penetrating high potential niche markets via products such as Postepay Twin, a kit of 2 “twin cards” aimed at immigrant customers, enabling worldwide money transfers without using cash. Regarding the application of new technologies to payment cards, Postepay Lunch was also created. This electronic payment card is aimed at companies which offer luncheon vouchers to their staff. The Postepay Lunch card combines all the services normally provided by a Postepay card with luncheon voucher management. In its first year of operation the first external top-up channel for Postepay, comprising more than 28 thousand SISAL betting shops, was a great success, with over 3 million cards topped up. The partnership with Banca Sella regarding the commercialisation of physical POS purchases has widened distribution at national level at the same time as the launch of the BancoPosta In Proprio account. Over 2 thousand POSs were activated during the year, registering transaction volumes of more than 13 million euros. Poste Italiane | Annual Report 4. Areas of business 61 In the Money Transfer segment, a money transfer service via internet and mobile phone was launched in November in collaboration with MoneyGram. Thanks to exclusive PosteMobile technology and BancoPosta means of payment, a new mobile money transfer service was introduced for the first time in Italy, alongside the possibility of transferring money via Poste Italiane's Web Banking platform. For both types of transaction (via mobile phone and the internet) the transferred amount is available within only 10 minutes in any one of 186 thousand retail outlets. Regarding Eurogiro transfers, the new Eurogiro Cash International (ECI) product was introduced for the transfer of urgent funds to be paid in cash to the beneficiary. In 2009 the consumer credit sector registered growth for Prontissimo personal loans. The performance of this product, which was launched in 2008 and is not necessarily connected to a current account, is particularly significant as it was achieved against a backdrop of substantial market slowdown. In April the “Quinto BancoPosta” product was also extended. This personal loan, which is secured by the borrower’s salary and was launched in 2008 in 225 post offices, is aimed at pensioners, people in full-time employment and INPDAP pensioners. Moreover, given its excellent potential, the number of post offices equipped to sell the product was raised to approximately 1,400. Following the launch of ECB floating rate mortgages at the beginning of the year, in April the range of BancoPosta mortgages on offer was extended to take in: • the transfer free of charge of a mortgage issued by another bank (BancoPosta Surroga); • replacement of an old mortgage and the application for additional cash (BancoPosta sostituzione + liquidità); • mortgages making available a sum of cash on current accounts (Mutuo BancoPosta liquidità). Moreover, as part of initiatives relating to application of Law Decree 185/2008 28, from December Government grants may be paid into the accounts of mortgage holders entitled to such benefits, pursuant to the above decree. The strategic importance of Postal Savings deposits for the Company and Cassa Depositi e Prestiti was confirmed with the renewal of the agreement that expired on 31 December 2008. This governs the service for managing, issuing and redeeming Interest-bearing Postal Certificates and the service for managing Postal Savings Book deposits and withdrawals. Both parties decided to review the conditions in the light of guidelines issued by the European Commission, as well as with regard to changes in financial market conditions, in order to achieve a contractual framework for 2009 that better meets their mutual requirements. The agreement that was signed enabled taking best advantage of the copious efforts of the Company's commercial departments in order to meet demanding investment targets. A project, carried out in collaboration with Cassa Depositi e Prestiti, regarding the Post Office Savings Book Card was also completed. This led to the launch in mid-November of a new electronic card linked to standard Personal Savings Books. The Post Office Savings Book Card enables withdrawals from all ATMs in the Postamat circuit, as well as payments and withdrawals at post offices. In the investment products sector, Poste Italiane has responded to the climate of uncertainty by guaranteeing the protection of investors from counterparty risk, thus limiting the range of bond issuers handled to those located in Italy. Again in order to protect customers, the offer of BancoPosta bonds focuses on a large fixed-rate component, “Tasso Fisso Plus”. This product involves payment of a fixed annual rate of interest, with the possibility of receiving an additional payment at maturity linked to the performances of three international equity indices (DJ Euro STOXX 50, Standard & Poor’s 500 and the Hang Seng Index). The first plain vanilla bond, “Tasso Fisso BancoPosta 4.40%” was also distributed during the year. This turned out to be so successful that its distribution had to be terminated earlier than planned. This product offers annual fixed-rate interest payments, which are unaffected by financial market trends. Activities in the Public Sector and Corporate segments continued to be aimed at enhancing the Company’s range of integrated payment collection services and the related electronic reporting. This saw the Company operate in accordance 28. Regarding non-fixed rate mortgages granted before 31 October 2008 to physical persons for the purchase, construction or renovation of a principal dwelling, art. 2 stipulates that the instalments to be paid during 2009 should be calculated by reference to the higher of an interest rate of 4% and the contract rate on the date the contract was signed, and in any event for an amount no greater than the sum stated in the current contract conditions. The difference between the amounts due from the borrower pursuant to art. 2 and the instalments to be paid in accordance with the mortgage contract signed is charged to the State. Directors’ Report on Operations 62 with a number of important agreements with: Equitalia SpA regarding management of payment and reporting for bills paid via postal channels; Calabria Regional Authority, regarding data transmission for payment of car taxes for 2009; Lazio Regional Authority, regarding provision of payments to the unemployed as part of an initiative called Minimum Guaranteed Income; and the Electricity Sector Compensation Fund to enable provision of gas rebates to underprivileged families. The pilot phase of the electronic billing service regarding trading relations with the Public Sector provided for by the 2008 Budget Law was launched. In addition, the agreement with the Ministry of the Economy and Finance regarding the Treasury Management Service was renewed, as was the agreement with INPDAP regulating the payment of pensions. In terms of loan products, with a view to extending the range of services offered to companies, Poste Italiane created short-term loan products providing cash advances against invoices. Online services In 2009 BancoPosta Online, the web banking service offered in combination with BancoPosta retail accounts, again chalked up a high number of unique visits by customers who carry out transactions on line, with 842 thousand consumer customers (747 thousand at the end of 2008) and 160 thousand business customers (154 thousand at the end of 2008). The Bolletino Online (the online payment of bills) once more proved to be one of the most popular services, with approximately 2.7 million bills paid on line during 2009 by consumer customers (2.2 million in 2008) and more than 630 thousand by business customers (almost 495 thousand in 2008). The number of web transactions was also significant, including almost 1.5 million online transfers (1.2 million in 2008) and 5.3 million phone top-ups (4.5 million in 2008). The number of customers using e-commerce payments, which is a service for VAT registered BancoPosta account holders regarding companies selling goods and services on the internet, exceeded 500 and is a major component of the integrated “Postecommerce” offering. Activities continued during 2009 to enhance and optimise the BancoPostaImpresa Online channel with the addition of various services, including bulk top-up of all Postepay cards, whereby major customers, such as gaming companies and banks, can top up prepaid cards electronically after having collected payments from their customers. A new function was added to the F24 tax form service, which enables tax consultants (accountants, trade associations, etc.) to carry out the bulk payment of their clients’ taxes via the BancoPostaImpresa Online channel, and receive confirmation of payment. As well as eliminating the risks connected with delivery, the new system provides customers with document that is valid for tax purposes, may be easily and rapidly obtained and offers a high level of data protection. Poste Tutela SpA Poste Tutela operates in the private security market, in particular in the segment comprising the following services: • money transfer (transport, security escorts, safe custody, the counting of valuables); • fixed and mobile surveillance; • protection of sensitive information. Since 2006 the Company has also provided transport and escort services for "postal valuables" (including Postage and Revenue Stamps, Interest-bearing Postal Certificates and Savings Books, and Valuable Parcels). The company's workforce consists mainly of technical staff, qualified to provide prevention and protection services in the workplace. Poste Italiane | Annual Report 4. Areas of business 63 4.2.2 OPERATING RESULTS BancoPosta Revenues (€m) 2008 2009 % inc./(dec) Current Accounts Bills Income from investment of customer deposits Other revenues from current accounts and prepaid cards Money Transfers (*) Postal savings and investment Post Office Savings Books and Certificates Government securities Equities and bonds Life Assurance policies Investment funds Securities Deposits Delegated services Loan products 2,545 611 1,383 551 82 1,863 1,364 12 229 211 20 27 190 70 2,537 623 1,320 594 78 2,004 1,600 8 151 218 2 25 202 181 (0.3) 2.0 (4.6) 7.8 (4.9) 7.6 17.3 (33.3) (34.1) 3.3 (90.0) (7.4) 6.3 n/s 31 37 19.4 4,781 5,039 5.4 31 Dec 2008 31 Dec 2009 % inc./(dec) 33,723 81,801 185,543 34,741 91,120 192,618 3.0 11.4 3.8 Other products (**) Total revenues n/s: not significant. (*) This item includes all revenues from domestic and international money orders and inbound and outbound Eurogiros. (**) This item includes revenues from tax collection forms and tax returns, and revenue stamps. Deposits (€m) Current Accounts (*) Post Office Savings Books (**) Interest-bearing Postal Certificates (*) (**) (**) Average deposits for the period. Deposits include accrued interest for the period. Number of transactions (€000) Bills processed Domestic postal orders International postal orders Inbound Outbound Pensions and other standing orders Tax services 2008 2009 % inc./(dec) 580,364 9,391 3,188 1,742 1,446 88,717 10,468 548,659 8,647 3,230 1,745 1,485 87,461 11,531 (5.5) (7.9) 1.3 0.2 2.7 (1.4) 10.2 31 Dec 2008 31 Dec 2009 % inc./(dec) 5,383 300 6,073 4,554 5,526 340 6,139 5,593 2.7 13.3 1.1 22.8 Volumes (€m) Number Number Number Number of of of of customer Current Accounts Credit Cards Debit Cards Prepaid Cards Directors’ Report on Operations 64 BancoPosta's revenues are up 5.4% from 4,781 million euros in 2008 to 5,039 million euros in 2009. This increase is essentially due to the good performances registered by Post Office savings and loan products. In particular, revenues from current accounts held up reasonably well, decreasing by 8 million euros (down 0.3%) compared with 2008, reflecting the combined effect of lower revenues from the investment of deposits (down 4.6%), slightly offset by increased revenues from the processing of bills and ancillary current account services. Revenues from the processing of bills are up 2.0%, which despite a reduction in the number of bills processed (549 million in 2009, compared with 580 million in 2008), reflect a 10-cent increase in bill payment fees from 1 October 2008 29. Income from the investment of current account deposits fell from 1,383 million euros in 2008 to 1,320 million in 2009, despite a 3.0% rise in average deposits (33.7 billion euros in 2008 compared with 34.7 billion euros in 2009). This was essentially due to the reduction in the average yield from the portion of current account deposits invested at the Ministry of the Economy and Finance (income down from 356 million euros in 2008 to 214 million euros in 2009), which fell by 1.34% from 4.27% in 2008 to 2.93% in 2009. As described above, this investment is remunerated at a floating rate in accordance with an agreement with the Ministry of the Economy and Finance, which became effective with a Ministerial Decree of 7 April 2009 and is valid until 31 December 2010. Other revenues from current accounts increased by 7.8% from 551 million euros in 2008 to 594 million euros in 2009. This was a result of an increase in the number of current accounts (up from 5.4 million at 31 December 2008 to 5.5 million at 31 December 2009) and the steady growth of the electronic money segment, which benefits from special promotions aimed at encouraging the purchase and use of new electronic means of payment. Revenues from Money Transfers decreased 4.9% as a result of the fall in the number of domestic payments (Domestic Money Orders), which decreased from 9.4 million in 2008 to 8.6 million in 2009, representing a 6% decline in earnings (59.6 million euros in 2008 compared with 56 million euros in 2009). However, the international segment (Eurogiro and Moneygram) registered a slight 0.4% rise in revenues (22.4 million euros in 2009 compared with 22.3 million euros in 2008). The traditional savings segment (the distribution of Interest-bearing Postal Certificates and Post Office Savings Books) performed very well, registering an increase in revenues of 17.3% (1,600 million euros in 2009 compared with 1,364 million euros in 2008), due to the results achieved in terms of net inflow, which totalled 5,537 million euros during the year. In detail, total Post Office Savings Books deposits were 91.1 billion euros, marking an increase of 11.4 % compared with the 81.8 billion euros of 31 December 2008, whilst Interest-bearing Postal Certificates in issue amount to 192.6 billion euros (185.5 billion at the end of 2008). In a market context reflecting a more prudent attitude on the part of customers compared with previous years, asset and fund management 30 reported a 19% decrease (revenues are down from 499 million euros in 2008 to 404 million euros in 2009). This was primarily due to a reduction in investment in equities and bonds, and also to a specific Company policy aimed at developing more protected investment products. Inflows in this segment fell by 34.1%, with revenues decreasing from 229 million euros in 2008 to 151 million euros in 2009, and a 22.2% reduction in the total amount invested (4.2 billion euros in 2009 compared with 5.4 billion euros in 2008). Revenues from Delegated Services amount to 202 million euros (190 million euros in 2008) and primarily relate to revenues from the payment of INPS (National Social Insurance Institute) pensions, totalling 107 million euros (108 million euros in 2008), and INPDAP pensions, totalling 16 million euros (17 million euros in 2008). Revenues from the distribution of loan products 31 rose substantially (70 million euros in 2008 compared with 181 million euros in 2009). This was primarily due to the excellent performance of loans, which reported significant growth of 42.7% (1,568 million euros provided in 2009 compared with 1,071 million euros in 2008) and an increase in the one-off fee paid 29. Fees for online transactions and the subsidised fees offered to the over-70s remained unchanged. 30. Asset and fund management includes the distribution of government securities, equities, bonds, life assurance policies, mutual investment funds and commissions on safe custody accounts. 31. Personal loans, mortgages, overdrafts and credit protection. Poste Italiane | Annual Report 4. Areas of business 65 to the distributor. Mortgage origination also performed well, reporting a slight increase of 1% (915 million euros in 2009 compared with 907 million euros in 2008), whilst revenues were down 6.8% (13.6 million euros in 2009 compared with 14.6 million euros in 2008), partially offset by the greater number of CPI (creditor protection insurance) 32 policies and higher related revenues (5 million euros in 2009 compared with 2 million euros 2008). Poste Tutela SpA reports sales and service revenues for 2009 of 79 million euros (78 million euros in 2008), relating almost exclusively to the transport of cash (71 million euros in 2009), which is currently the company's core business. 4.3 INSURANCE SERVICES The insurance business is run by Poste Vita SpA, a wholly owned subsidiary of Poste Italiane SpA. Poste Vita is permitted to engage in ministerial Life Insurance Branches I, III and V through the network of 9 thousand Poste Italiane post offices that are authorised to distribute policies and in which 16 thousand agents work who are licensed to distribute insurance policies. From the second half of 2007, the company has been authorised by ISVAP to expand its accident and medical insurance business (ministerial non-life insurance branches I and II). Poste Assicura SpA, which provides insurance services to Group companies, is a wholly owned subsidiary of the company. It also jointly owns 45% of Europa Gestioni Immobiliari SpA together with the Parent Company. Regarding a Gruppo Poste Italiane's decision to enter the “non-life” branch (except for the motor vehicle segment), in November the Board of Directors approved the draft plan for a change to the current activities and business purpose of the subsidiary, Poste Assicura, into a non-life insurance company (specifically regarding non-life branches 1, 2, 8, 9, 13, 16, 17 and 18), subsequent to obtaining authorisation from the Supervisory Authority to conduct this type of insurance business. An Extraordinary General Meeting on 21 December 2009 thus approved changing the current activities and business purpose of the company into a non-life insurance company. In order to increase the company's capital to meet the capital requirements provided for under insurance sector regulations regarding the conduct of non-life insurance business, the Extraordinary General Meeting also approved a capital increase of 4.9 million euros. Regarding legislation, European Parliament Directive 2009/138/EC (Solvency II) was approved during 2009, which introduces radical changes to the prudential rules established to safeguard the stability of insurance companies. In addition to the solvency margin, the Directive also regulates the allocation of technical provisions and the investments that are allowed to cover them. The primary objective of the new regulations, which will come into force in October 2012, is to establish a solvency system that takes better account of the risks actually undertaken by individual companies than the current system does. In this regard, Poste Vita stepped up its efforts aimed at achieving convergence with Solvency II. With a view to achieving greater convergence with the latest corporate governance models, as requested by the Parent Company, at a meeting on 29 October 2008, the Board of Directors of Poste Vita appointed a Chief Financial Officer. Moreover, during the year the conversion of the index-linked policies, “Classe 3A Valore Reale” and “Ideale”, as approved in December 2008, was completed, with acceptances totalling approximately 92%. As a result of the continuing risks of a loss in value of the securities underlying the index-linked policies, “Raddoppio” and “Index Cup”, a second, similar conversion process was launched in May for these policies, with acceptances totalling approximately 77%. 32. Policy that insures the debtor in the event of death, permanent disability or loss of employment. Directors’ Report on Operations 66 On 29 September 2008 the regulator (ISVAP) began an investigation of the company, which was completed in December 2009. The resulting findings were communicated to the Company’s management in February 2010. The Company has responded to ISVAP’s findings with its own observations and proposals regarding the initiatives it intends to take in order to resolve the problems identified. Based on the investigation conducted so far, and notwithstanding the risk of a fine being imposed, the findings are not expected to generate liabilities not adequately covered by the relevant provisions. 4.3.1 COMMERCIAL OFFERING Commercial activities during the year focused on building an enhanced range of insurance products. Branch I investment products saw the launch of “Postafuturo Certo”, alongside the “Multiutile” investment product that started up in 2008. Two other investment products in line with the company's values of security and guarantee were launched during the second half of 2009. For these index-linked products, called “Programma Garantito Alba” and Programma Garantito Terra” (which will be distributed from December 2009 until March 2010), in compliance with the new ISVAP Regulation 32 of 11 June 2009, the Company directly guarantees the return of capital and any minimum return guaranteed to the customer. The Company's product range was also extended in the area of personal and family protection, with the marketing launch of a life insurance policy called “Affetti Protetti” in January. The policy was much appreciated by customers who, in exchange for a modest monthly payment, can rest assured that a substantial sum will be paid to their family if anything untoward were to happen to the breadwinner. Again within the range of protection products, “Postapersona Senior” was launched. This accident product aimed at senior citizens (policies may be taken out up to 80 years of age) insures against accidents that people may have in their everyday lives, including in the home. Postapersona Senior, as well as guaranteeing payment of a pre-established sum that increases in accordance with the type of injury sustained by the insured party after an accident, also provides free home health care, including both nursing and social welfare services, with a view to reducing the discomfort experienced by a customer after an accident. 4.3.2 OPERATING RESULTS The number of new life assurance policies in Italy during 2009 represented a reversal of the negative performance recorded in recent years. This was due to a pick-up in sales of traditional Branch I products in response to the current crisis and uncertainty on financial markets, which has led customers to seek policies offering a more prudent risk/return profile compared with those with a greater financial component. In this context, the range of products offered during the year, together with the values deriving from belonging to Gruppo Poste Italiane, enabled the company to post its highest ever turnover, with 7,091 million euros in premiums written, up 28.4% on the 5,524 million euros registered in 2008. Technical provisions, calculated analytically for each contract in compliance with the related legislation and based on appropriate actuarial assumptions, total 37.2 billion euros, marking an increase of approximately 18% on the 31.5 billion euros registered in 2008. Non-life and life technical provisions amount to 27,018 million euros (20,909 million euros in 2008), representing a 29% increase on 31 December 2008 and accounting for 73% of total provisions. These provisions are made to cover all the Company's obligations and include mathematical provisions (26,810 million euros), outstanding claims provisions (122 million euros) and other technical provisions (84 million euros). Technical provisions for Branch III, Index- and Unit-linked products, where investment risk is transferred to policyholders, amount to 10,150 million euros overall, representing a 4% decrease with respect to 2008 (10,578 million euros) and accounting for 27% of total provisions. Technical provisions for "accident and sickness" products amount to 2 million euros. Poste Italiane | Annual Report 4. Areas of business 67 Class C investments, which are intended to cover contractual obligations to policyholders, increased from 20,016 million euros at the beginning of the year to 27,181 million euros at 31 December 2009. 78% was invested in treasury bonds, 14% in high-grade corporate bonds, with a non-current component amounting to around 61% (54% at the end of 2008), including 51% in treasury bonds, 6% in UCITS with guaranteed capital and the remaining 4% in corporate bonds. 4.4 OTHER SERVICES This segment includes the complementary services provided by Poste Italiane SpA and certain other Group companies, including BancoPosta Fondi SpA SGR, EGI SpA, Postecom SpA, PosteShop SpA, Poste Link Scrl, PosteMobile SpA and Poste Energia SpA. In relation to the regulations governing electronic certification and communication services, Law 2 of 28 January 2009 has converted, with a number of amendments, Law Decree 185 of 29 November 2008, containing “Urgent measures to support families, workers, employment and businesses and revisit the national strategic framework in response to the crisis”. Articles 16 and 16 bis contain specific provisions regarding “certified electronic mail”33 including: • the obligation for enterprises incorporated as companies, chartered professionals and public entities to equip themselves with a certified electronic mail address or a similar electronic mail address using technologies that certify the date and time messages are sent and received and the completeness of the contents of messages; • the possibility to send messages between different entities via certified electronic mail or a similar form of electronic mail without the addressee having to declare their willingness to accept the use of such a system; • the possibility for members of the public to obtain a certified electronic mail address, via an appropriate application, “with effect equivalent to notification by post” without incurring any expenses. The Cabinet Office Decree of 6 May 2009 then established specific implementing provisions for the release and use of certified electronic mail addresses assigned to members of the public, granting certified electronic mail a primary role in communication between members of the public and Public Sector entities. 4.4.1 COMMERCIAL OFFERING Poste Italiane SpA Public services Within the context of the “Reti Amiche” project, promoted by the Ministry for the Public Administration and Innovation with the aim of making it easier for people to access public services, and which Poste Italiane agreed to take part in during 2008, a new product, Sportello Amico-Rilascio Certificati, was launched. This service is provided on behalf of participating municipal authorities who choose Poste Italiane to manage the collection of applications for and the delivery of birth, death and other certificates at post offices equipped with a Sportello Amico counter (5,470 throughout Italy). The documents provided by Sportello Amico counters bear a digital stamp guaranteeing their legal validity. During 2009 a service for issuing INPS social security contribution certificates was also launched on an experimental basis in over 1,000 post offices equipped with “Sportello Amico” counters in the Emilia Romagna, Lazio and Calabria regions. Management of the process of issuing and renewing residence permits (Emersione Lavoratori Immigrati or “ELI 2”) continued during 2009, with the introduction of a software application that enables applicants to be given an appointment at immigration centres directly on collection of their application at the post office. 33. Certified electronic mail (CEM) is a system that provides senders with legally valid documentary proof, in electronic format, of the sending and delivery of electronic documents. Directors’ Report on Operations 68 The “Guaranteed Minimum Wage” project, in favour of the short- and long-term unemployed and temporarily workers, was implemented in collaboration with the Lazio Regional Authority, in accordance with Regional Law 4 of 20 March 2009. Finally, the issue of Social Cards (Carta Acquisti) to applicants who satisfy the necessary requirements continued. The card can be used by recipients to pay their food, electricity and gas bills. 320 thousand cards were issued during 2009, bringing the total number of cards distributed to approximately 840 thousand. BancoPosta Fondi SpA SGR BancoPosta Fondi SpA SGR is Gruppo Poste Italiane’s asset management Company responsible for the collective management of savings and the individual management of investment portfolios on behalf of professional customers (carried out on behalf of the Company Posta Vita), as well as the marketing of third-party mutual investment funds registered overseas, including customer management and investor relations (marketing service). In this connection, two French-registered mutual investment funds, marketed in Italy by BancoPosta Fondi SpA SGR, were launched. The funds, which are distributed to customers via the Parent Company’s sales network, are formula funds linked to the performances of four international equity market indexes. Regarding proprietary funds, the Company has appointed Pioneer Investment Management SGRpA, pursuant to art. 36 of the Consolidated Law on Finance, to manage the mutual investment funds, BancoPosta Monetario, Obbligazionario Euro, Mix 1, Mix 2, Azionario Euro, Azionario Internazionale, Investimento Protetto 90 and Extra. As a result of this new management model, as of 1 January 2009 BancoPosta Fondi now acts as a promoter company responsible for promoting and organising the funds, and for managing relations with investors, whilst Pioneer Investment Management manages all the financial aspects of the funds. The Company's operating results, which are reported below, regarding proprietary funds and asset management, led to its being ranked 17th amongst Italian operators (out of more than 75 operators, and compared with 25th place in 2008) in Assogestioni's Asset Management Map for the fourth quarter of 2009, with a market share of 1.18%. Regarding asset management, the Asset Management Map ranked BancoPosta Fondi in 10th place (compared with 12th place in 2008), with a market share of 2.43%. Europa Gestioni Immobiliari SpA The Company operates in the real estate sector in order to manage and develop property assets transferred from the Parent Company. Due to the type of assets owned, the service is mainly provided to large customers, often Public Sector entities. The Company bases its decisions on the best marketing strategy to use with reference to market conditions. Postecom SpA This Company provides IT services and solutions for the Group and external customers, with particular regard to Public Sector entities. Over the years, it has played an important role in systems integration, applications outsourcing and information systems, based on its experience in the design, development and management of ICT services combined with advanced IT security solutions. Its main areas of expertise are certification and security solutions and services, messaging, online payments and collection, data management, web portals, e-government, e-procurement and elearning. In response to the Government’s policy of encouraging and promoting innovation (e-Government 2012), Postecom is playing a proactive role in developing innovative solutions for the Group. Specific areas of focus are Health, Justice, Education and Employment, sectors in which, more than any other, the Government needs to boost efficiency in terms of the reduction of operating costs and a more rapid response to the needs and expectations of members of the general public and the business community. Poste Italiane | Annual Report 4. Areas of business 69 PosteShop SpA The Company markets items related to Poste Italiane SpA's core business (envelopes, letter boxes for houses, bill holders, telephone top-ups, delivery boxes) and products from external suppliers (including books, music CDs, DVDs and stationery). In addition to post offices for direct and catalogue sales, it uses the 214 “Shop in Shop” outlets (shops fitted out in the public area of major post offices); 102 franchise retail outlets bearing the KiPoint logo, which operate as service centres for domestic and international express delivery services, packing services, photocopy and fax services, digital printing, mailing and office product and stationery supply services; as well as the internet channel www.posteshop.it, a telephone channel and the MondoBancoPosta channel. Operations in 2009, which continued to be negatively affected by the economic downturn, focused on a number of business development initiatives, including rationalisation of the product ranges directly sold through post offices (the Basic network), through modification of the supply and stock management systems, as well as reorganisation of the sales channels network and the introduction of new marketing initiatives. On 8 October 2009 the Antitrust Authority formally launched a PB/455 procedure regarding the Company in order to investigate alleged infringements (pursuant to the related "Regulations governing misleading advertising") connected with the advertising material used by PosteShop to promote the activities of the Kipoint franchise retail network. At the end of December 2009, convinced of the lawfulness of its actions, the Company nevertheless submitted a proposal containing commitments aimed at rectifying the alleged abuses. On 9 March 2010 the Authority notified its refusal to accept the commitments made, except for the "possibility for the Authority to assess the subsequent behaviour of the party, if this constitutes effective and documented cooperation to the benefit of consumers”. Poste Link Scrl The Company is a limited liability consortium, which acts on its own behalf and in the interests of consortium partners, providing IT, electronic document management, internet, contact centre and direct marketing services. On 28 October 2009 a plan was approved pursuant to art. 2501 and subsequent articles of the Italian Civil Code regarding the merger of the Poste Contact consortium with and into Poste Link, which will be completed with respect to third parties when the last of the formalities provided for under art. 2504 of the Italian Civil Code has been carried out, or at a later date to be indicated if necessary in the merger agreement. This operation is part of Gruppo Poste Italiane's efforts to reorganise its customer services segment, with a view to optimising the Group’s personnel and technologies and creating a single corporate entity capable of acting as a reliable reference point for the sector. Consequently, the incorporation of the Poste Contact Consortium will optimise the skills and specific expertise of the consortium partners (70% Poste Italiane, 15% Postecom and 15% Postel), as well as potentially allowing for cost reductions relating to future contracts. Following contract extensions and whilst awaiting completion of the procedure for awarding a new contract, management of the contract with INPS (National Social Insurance Institute) and INAIL (National Insurance Institute for Industrial Accidents) continued during 2009. This contract regards the setting up of an integrated contact centre, with a single virtual provider of information and services to INPS and INAIL customers. The provision of services to Linea Comune SpA and Consip also continued. PosteMobile SpA Established in March 2007, Poste Mobile is an MVNO (Mobile Virtual Network Operator). It operates in the telecommunications sector as a mobile Enhanced Service Provider. The Company continued to grow in 2009, with the aim of increasing its share in the mobile telephony market. Directors’ Report on Operations 70 In the consumer segment promotional initiatives targeted immigrants, young people, pensioners, communities and households, enabling the sale of 643 thousand SIM cards to consumers during the year (565 thousand SIM cards sold during 2008), thus edging towards the first million SIM cards activated. In the business segment the Company launched prepaid mobile telephony cards for companies, broken down by customer target, TOP and Large, Small to Medium Businesses and SOHO, which generated approximately 27 thousand business SIM card sales. 2009 also saw a broadening of the range of mobile financial and payment services, including: MCommerce services, which enable users to pay for car parking and public transport; international money transfer services, which incorporate Moneygram services with SIM cards; bundled offerings for information services on means of payment and information services on credit cards. PosteMobile's distinctive new services met with a positive response from customers: during the year the number of customers with a means of payment linked to a PosteMobile SIM card, equivalent to 70% of the customer base, carried out 7.3 million information and payment transactions, generating a total of 72 million euros. Poste Energia SpA The purpose of the Company, which was established in September 2007, is to procure energy over the national grid to cover the Gruppo Poste Italiane's needs. This role of Group energy wholesaler was strengthened during 2009 with the acquisition of new customers for its electricity supplies, which it now also sells to Postel, SDA Express Courier and Europa Gestioni Immobiliari. During the year the company continued to pursue achievement of its pre-established targets, primarily relating to energy procurement, contract management and the provision of value added energy services. 4.4.2 OPERATING RESULTS BancoPosta Fondi SpA SGR BancoPosta Fondi's collective asset management activities registered a net inflow of 73 million euros (a net outflow of 530 million euros in 2008), which was the difference between a gross inflow of 630 million euros (215 million euros in 2008) and redemptions of 557 million euros (745 million euros in 2008). The demand for greater safeguards continues to affect the type of fund established and growth rates of existing funds. As a result, the composition of gross inflows into the company’s proprietary funds reflects general trends observed on the Italian market, with investors preferring money market and bond funds which, with inflows of 547 million euros, accounted for 87% of all inflows during the year. Open-ended investment funds set up by third parties registered a net inflow of 241 million euros (311 million euros in 2008), deriving from a gross inflow of 267 million euros (315 million euros in 2008) and redemptions amounting to 26 million euros (4 million euros in 2008). Total assets under management amount to 14,675 million euros, up 83% on the previous year (8,036 million euros at 31 December 2008), of which 2,882 million euros regards proprietary funds (2,695 million euros at 31 December 2008), and a more substantial 11,203 million euros regards individual accounts managed on behalf of the insurance Company, Poste Vita (5,019 million euros at 31 December 2008). Finally, assets relating to the management of third-party funds distributed by the company amount to 590 million euros (322 million euros in 2008). Poste Italiane | Annual Report 4. Areas of business 71 Europa Gestioni Immobiliari SpA During the year, work costing approximately 1.59 million euros (including technical consultancy fees) was either started or, in some cases, continued on the upgrading of properties held for sale and those held for rent, in order to assure they are fully occupied. Two properties were sold during the year for 25.3 million euros, on which the company realised gains of 20.5 million euros (21.5 million euros at consolidated level). Rental income was 21 million euros and profit for the year was 19.9 million euros (37.6 million euros in 2008). Postecom SpA Sales and service revenues amount to 56.8 million euros, marking a decrease of 17.6% on the previous year (68.9 million euros in 2008). Operating costs amount to 56.7 million euros (62.7 million euros in 2008) and an operating loss of 1.6 million euros was reported (operating profit of 3.8 million euros in 2008). Operations during the year were affected by the downturn in the Italian economy, especially in the IT sector. The performance of the IT sector is the result of greater caution among large companies when it comes to investing in new projects, a reduction in medium-sized companies’ IT budgets, the difficulties experienced by SMEs in accessing credit, and cuts in public spending. The results were also affected by a reduction in revenues from the Department of Land Transport contract which, with the support of the Parent Company, defined certain activities to be carried out in accordance with the Agreement. This entailed a reduction in expected earnings over the lifetime of the contract. The operating results of the www.poste.it website are reported in the section on distribution channels. Posteshop SpA In 2009 the Company registered a 10.6% decrease in revenues from sales and services (59 million euros in 2009 compared with 66 million euros in 2008) and an 8.1% reduction in the cost of goods and services (57 million euros in 2009 compared with 62 million euros in 2008). The company reported an operating loss of 1.4 million euros, compared with operating profit of 0.9 million euros in 2008. Despite implementation of various commercial support initiatives, these results reflect the ongoing economic downturn and the sharp decline in consumer spending. Poste Link Scrl The Company reports a positive performance for the year despite the economic downturn. Sales and service revenues grew by 63.8% (rising from 17.7 million euros in 2008 to 29 million euros in 2009) and the company reports a profit for the year of 5.2 million euros (1.7 million euros in 2008). PosteMobile SpA Operations during the year, which were affected by the Company's start-up, resulted in traffic growth and consequently sales and service revenues performed well, rising from 37.5 million euros in 2008 to 98.2 million euros in 2009. Service Directors’ Report on Operations 72 costs also increased in 2009, primarily in relation to customer acquisition costs, which are up from 47.2 million euros in 2008 to 91.0 million euros in 2009, and start-up costs. The Company closed 2009 with a loss of 11.7 million euros (6.8 million euros at consolidated level), registering an improvement on the loss of 16.1 million euros reported in 2008. Equity amounts to 2.3 million euros (0.5 million euros in 2008). During the period Poste Italiane SpA approved a fully paidup capital injection of a further 13.5 million euros to cover losses for the year and the establishment of an extraordinary reserve. Poste Energia SpA The company reported revenues of 72 million euros in 2009 (65.9 million euros in 2008), thereby enabling it to meet the Group's increased energy needs, as well as registering a reduction in the average cost of energy acquisition. Operating costs rose from 65.6 million euros in 2008 to 71.4 million euros in 2009, and the company reports a profit for the year of 0.4 million euros (0.2 million euros in 2008). Poste Italiane | Annual Report 4. Areas of business I 5. Distribution channels 73 5. DISTRIBUTION CHANNELS Numerous channels have been dedicated to customers over the years: Branch Counters, Consulting Rooms, PosteShops, the PosteBusiness network, the Contact Centre and the website. All of these aim to achieve the common objectives of improving process efficiency, product innovation, service quality and customer relations in order to meet all customer needs via a complete and integrated range of products and services. The contact and sales channels for Retail and Small and Medium Enterprise customers are supervised by the Private Customer function, whilst the Business Customer function (renamed the Large Company and Public Sector function in early 2010) is responsible for developing commercial activities for Large Account customers and a number of local government authorities, as well as Top and Central Government customers. 5.1 RETAIL/SME During the year the Company implemented a series of actions aimed at improving the fit between the services offered and the related target customers, via further specialisation of contact channels, such as the conversion of PosteBusiness counters to traditional activities and the increase, in certain post offices, of “Postamat tills”, which give priority to BancoPosta current account holders. These Offices also now have at least one Postamat counter equipped with TPLabel 34 to enable BancoPosta current account holders to also carry out postal transactions. As of 31 December 2009, 2,491 post offices have Postamat tills (1,057 as of 31 December 2008), with a total of 3,434 counters reserved for BancoPosta current account holders (1,357 as of 31 December 2008). The PosteBusiness network, which plays a key role in developing sales to SMEs, recorded a total of around 2.5 million customers and 675 thousand PT-Business Card holders in 2009. As of 31 December 2009 the PosteBusiness channel comprises 216 PosteBusiness Offices and 295 Specialist Areas. With the aim of fully leveraging the widespread presence of post offices around the country by offering quality services, the Company enhanced queue management (more than 2,600 systems up and running at the end of 2009) and installed approximately 850 new ATMs, bringing the total number to around 5,500 across the country Finally, the extension of the self-service network begun in 2008 was completed during the year. Around 430 areas are now equipped with high-tech cash dispensers, enabling many operations to be carried out via an interactive kiosk, without needing to go to a counter (for example, the payment of pre-prepared bills, account balance updates, telephone top-ups), and also outside post office opening hours. 34. This is a franking system with two main modules: scales and a printer that, being mechanically and electronically linked, can issue printed labels containing letters and numbers, graphics and standard or bi-dimensional bar codes. Directors’ Report on Operations 74 5.2 BUSINESS AND PUBLIC SECTOR During 2009 the Company stepped up customer management and development in all phases of the marketing process (pre-sales, sales and after-sales), with the aim of maintaining business volumes with large customers, and increasing sales of innovative services with a view to diversifying and boosting market share. Commercial development was pursued by drawing up tailor-made action plans, which through market analysis enabled definition of optimum implementation of operations to meet customer requirements, in order to maintain market share and boost revenues. Efforts were also focused on analysis of customers' internal operations to understand their needs; tailoring products and services; and the combination of Government processes and BancoPosta payment services. The Public Sector market changed significantly during 2009. Efficiency and cost-cutting targets, as well as implementation of extraordinary measures to boost the economy, have opened up new opportunities regarding integrated services and business development initiatives. In particular, four projects were developed and partially launched during the year which will be implemented as of 2010: • PosteGov is a project designed to provide Public Sector services via Poste Italiane's multi-channels; • PosteSalute is an efficient and integrated system that creates value for healthcare providers and their customers; • PosteCommerce entails development of the current service into a hybrid, multi-channel e-commerce platform, which is integrated with the functions provided by post offices and the Electronic Postman, and with mobile payment services and instant messaging platforms; • Polstrada involves creation of a new traffic police department for processing fines generated by automated traffic violation monitoring systems. With a view to acquiring new market share and protecting the Group’s current share from ever-growing competition, the activities of the new sales channel, "Partnerships and intermediaries", were stepped up. Development of the new channel focuses on mail consolidators, as well as on partnerships entered into with advertising agencies and local businesses (printers) to develop Direct Marketing, and on partnerships with a number of technology companies in order to develop host-to-host solutions and digital services. 5.3 THE CONTACT CENTRE AND THE INTERNET The "Poste Risponde" Contact Centre plays a key role in customer relationship management and in supporting Business functions and Group companies. It enhances and/or is integrated with the Company’s other channels in the management of information, promotional and commercial activities, and in the provision of after-sales services. The channel proposes integrated and innovative solutions to the captive (75%) and external (25%) markets, and manages around 35 million contacts per year. In addition to customer relations management regarding financial, postal and internet matters, the main services provided in support of internal Group activities regard: assisting the post office network with enquiries regarding regulations and operational support; after-sales services and assistance to post offices regarding Poste Vita products; customer care regarding Poste Shop products; assistance to the sales network regarding Poste Mobile products. The most important initiatives during the year include: • the management of customer relations for BancoPosta. Solutions designed to support specific promotions have been developed, involving both automated procedures (“Piu’ BancoPosta, Meno Spese”, for example) and operators (BancoPosta’s “In Proprio” account, for example), and integrating and complementing the other distribution channels; • Customer Care activities for Poste Mobile, which reinforced a model for proactive customer management designed to support specific promotions. Poste Italiane | Annual Report 5. Distribution channels 75 Government-related initiatives included continuation of the initiative set up by the Communications Department of the Ministry for Economic Development, which provides support for people wishing to switch to digital TV. As part of the agreement between the Treasury Department of the Ministry of the Economy and Finance, operation of the Carta Acquisti (Social Card) Call Centre proceeded to provide information and assistance regarding the programme and the card. Commercial services offered on the internet at www.poste.it continue to be very successful, with over 4.8 million registered customers (over 3.7 million at the end of 2008). The success of the site as a point of access for online services is a result of integrated and secure electronic payments services for the entire range of products and services offered on the web. Due to its efficiency, Poste Italiane SpA’s IT network continues to be used for central and local government online services, via provision of integrated value added services (communication services, mail management, e-government services, tax collection) that are linked to the internet portal. Directors’ Report on Operations 76 6. HUMAN RESOURCES 6.1 HEADCOUNT The workforce employed by Gruppo Poste Italiane and the Parent Company breaks down as follows: Gruppo Poste Italiane Number of employees Average (*) End of reporting period Permanent workforce Senior managers Middle managers Frontline staff Back-office staff 2008 756 14,148 130,149 5,326 2009 741 14,703 129,616 6,206 31 Dec 2008 744 14,477 129,517 6,248 31 Dec 2009 714 14,539 126,705 6,164 Total workforce on permanent contracts 150,379 151,266 150,986 148,122 144 32 139 36 171 27 79 41 150,555 151,441 151,184 148,242 Traineeships Apprenticeships Total Average Flexible workforce 2008 2009 Temporary contracts Fixed-term contracts 373 5,539 135 2,621 Total 5,912 2,756 156,467 154,197 Total permanent and flexible workforce (*) All workforce data is expressed in full-time equivalent terms. Poste Italiane | Annual Report 6. Human resources 77 Poste Italiane SpA Number of employees Average Permanent workforce Senior managers Middle managers - A1 Middle managers - A2 Grades B, C and D Grades E and F Total workforce on permanent contracts (**) Traineeships Apprenticeships Total (**) including: - Seconded - Suspended without pay (***) - Seconded to Group companies End of reporting period 2008 2009 31 Dec 2008 31 Dec 2009 643 5,674 7,701 128,146 5,242 627 5,750 8,119 127,487 6,143 629 5,686 7,973 127,469 6,165 602 5,663 8,010 124,520 6,107 147,406 148,126 147,922 144,902 78 3 98 - 111 - 60 - 147,487 148,224 148,033 144,962 238 497 103 27 2,096 120 30 377 115 15 2,063 103 Average Flexible workforce 2008 2009 Temporary contracts Fixed-term contracts 185 5,477 9 2,560 Total 5,662 2,569 153,149 150,793 Total permanent and flexible workforce (*) (***) All workforce data is expressed in full-time equivalent terms. Change due to transfer to INPS contribution regime for maternity leave. Directors’ Report on Operations (*) 78 6.2 CORPORATE SOCIAL RESPONSIBILITY AND TRAINING The Company’s training and internal communication policies are designed to support the business via the development, sharing and replication of knowledge and skills, including through the use of technology. Training initiatives implemented in 2009 entailed: • maximum use of available funding; above all the Solidarity Fund for Poste Italiane SpA staff, set up by INPS, and interprofessional funds – Fondimpresa and Fondirigenti – to which Poste Italiane SpA gained access in 2009. In this regard 64 training and refresher course projects, aimed at all company departments and focusing on the objectives of professionalization and improvement of operating efficiency, were shared with the labour unions; • the development of multimedia and multi-channel systems to drive further growth of e-learning; • support for the compliance function in circulating training material regarding regulatory requirements. In particular, a longterm programme was launched regarding updating of skills in compliance with the “Markets in Financial instruments Directive” (MiFID) (so-called “Service model appropriateness”). A total of 319 thousand person days of training were provided (296 thousand in 2008), of which 197 thousand in the classroom (179 thousand in 2008) and more than 121 thousand through e-learning (117 thousand in 2008), broken down among the different departments and categories, as shown in the tables below: CLASSROOM COURSES (person days) 31 Dec 2008 Grades Postal Services Financial Services Private Customer/Business Customer Central functions Total 31 Dec 2009 Middle Senior managers managers Grades Total Middle Senior 31 Dec 2008 31 Dec 2009 managers managers B-C-D-E-F (A1 and A2) B-C-D-E-F (A1 and A2) 25,080 6,285 221 29,217 1,709 75 31,586 847 305 85 193 43 22 1,237 258 98,952 37,512 197 117,086 43,366 1,452 136,661 161,904 31,001 5,333 3,849 569 2,059 2,294 152 9,751 4,505 130,212 47,951 1,072 148,555 47,411 1,701 179,235 197,667 E-LEARNING COURSES (hours) 31 Dec 2008 Grades 31 Dec 2009 Middle Senior managers managers B-C-D-E-F (A1 and A2) Postal Services Financial Services Private Customer/Business Customer Central functions Total Total person days Grades Total Middle Senior 31 Dec 2008 31 Dec 2009 managers managers B-C-D-E-F (A1 and A2) 10,097 1,911 - 35,164 730 10 12,008 35,904 454 150 1 3,152 645 12 605 3,809 659,842 151,625 76 711,699 118,875 58 811,543 830,632 11,643 5,315 60 1,613 1,661 38 17,018 3,312 682,036 159,001 137 751,628 121,911 118 841,174 873,657 94,727 22,083 19 104,393 16,932 16 116,830 121,341 Professional skills Training courses regarding the innovation of operating processes were primarily aimed at logistics, IT and corporate staff. In particular, in addition to the ongoing update of logistics staff skills, regarding new developments in equipment and processes, specialised programmes on monitoring and quality continued. In addition to specialists, training aimed Poste Italiane | Annual Report 6. Human resources 79 at enhancing the technical skills involved ever wider segments of the workforce, as the evolution of business and corporate activities are increasingly connected with the development of IT services and infrastructures. E-learning (around 874 thousand hours provided per annum) was aimed at meeting the needs of business support and regulatory compliance. 32% of enrolments regarded new products and services, 13% Poste Mobile products, 41% regulations, 6% the “ISVAP series” and 8% other courses. 27 new training courses and online training courses were provided during the year, involving 112 thousand staff, with a total of 756 thousand enrolments and an average of 7 courses per person. More than 91% of enrolments regarded post office staff. Two separate courses, for different types of trainee, were devoted to MiFID regulations, entailing 55 thousand enrolments. The training programme dedicated to security and prevention of the risk of robbery continued. Special attention was also paid to anti-money laundering, as well as the monitoring and reporting of potentially suspect transactions involving market abuse, to which two specific courses were dedicated, also differentiated in terms of type of trainee. Regarding Delivery sector staff, e-learning enabled timely training of 12 thousand delivery staff involved in the Notification Messenger initiatives, following the award of the related contract. As part of the Corporate Social Responsibility programme, the training course, "Reintegration of staff after extended leave”, was attended by 223 staff in 35 virtual classrooms during the year. Internal communication projects included initiatives regarding occupational safety, designed to spread a culture of prevention and awareness of the risks of injury, and management communication, via the organisation of periodic appointments with management via videoconferencing. The progress of sustainable development regarding Corporate Social Responsibility (CSR), which is described annually in the Social Report, led to the Company's involvement in such areas as EU monitoring of human resource issues, telecommuting, the work-life balance, and staff training and development. Major initiatives aimed at staff included continuation of teleworking on an experimental basis, which saw consolidation of the improvements in productivity compared with staff working on site and an increase in attendance of approximately 30%. The Social Inclusion project also envisaged priority access to teleworking for disabled staff and those with serious personal and family difficulties. 6.3 HUMAN RESOURCES MANAGEMENT In 2009, in order to enhance the assets represented by the skills and know-how of its workforce, the Company deemed it vital to give priority to internal recruitment as the primary solution for meeting its requirements, whilst at the same time ensuring staff motivation and development by enabling their access to professional development and diversification initiatives. Use of external recruitment was primarily aimed at: • acquiring specific professionals whose specialised expertise would be difficult to find within the Company; • the recruitment of talented, highly educated young people with development potential, via internships lasting an average of 12 months. In the Delivery sector, approximately 1,200 staff were recruited in accordance with the agreements signed with the labour unions on 13 January 2006 and 10 July 2008. As usual, in applying staff management, development and training policies, the Company used the performance appraisal procedure for executives and other staff members in 2009, involving appraisal of approximately 75 thousand employees (compared with around 66 thousand in 2008) and 5,000 appraisers. During the year, assessment of potential using the Assessment Centre method involved more than 60 executives in 8 sessions, aimed at identifying staff suitable for senior management positions, as well as 450 white-collar staff in 75 sessions, aimed at identifying staff with middle management potential. Approximately 30 newly recruited graduates were also included in the post office development process, entailing 4 sessions aimed at strengthening commercial and operational management roles. Directors’ Report on Operations 80 Regarding compensation initiatives, 2009 saw the usual application of various incentive schemes35 and a merit-based approach linked to performance appraisals. The incentive mechanisms adopted vary according to how they work and their purpose, as well as in terms of whom they target. These structured incentive schemes are accompanied by a merit-based approach that rewards outstanding performance on a selective basis, taking into account the fairness of internal remuneration and comparable remuneration outside the Company for key managers. With particular reference to the traditional commercial activities carried out at branches, Area Offices and post offices, in 2009 the annual incentive scheme system was divided into three four-month periods. Whilst maintaining the high level of attention paid to ethical issues in dealings with customers, this enabled greater flexibility and a closer focus on commercial results, as well as providing the staff involved with more immediate financial rewards for the results achieved. 6.4 INDUSTRIAL RELATIONS In 2009 the Company and the labour unions dealt with contractual, organisational and social issues in support of the Company’s development and innovation phase, in line with the competitiveness requirements deriving from the upcoming deregulation of the postal market. The process of modernisation undertaken regarding variable salary increase mechanisms and criteria saw conclusion of the negotiations on the performance-related bonus for the three-year period 2008-2010. Payment of the bonus is linked to achievement of quality, profitability and efficiency targets, in line with strategic objectives for the related period, and in the context of a closer link between bonuses and actual performances at local level. Absenteeism is strongly penalised, offset by greater rewards to encourage regular work attendance. On the organisational front, discussions continued on matters relating to the Private Customer and Postal Services segments and actions in support of employment. Regarding the Private Customer segment, negotiations were completed on 16 July 2009 regarding reorganisation, including the drawing up of an important agreement that has led to radical changes to the organisational model, aimed at improving efficiency and developing this area of business, as explained in the section on Organisation. Regarding the Postal Services segment, preliminary activities were launched to carry out a thorough organisational review, primarily aimed at preparing the sector to deal with the opening up of the market to full competition. To this end a specific Technical Committee was set up, consisting of company and labour union experts, to investigate all aspects of the delivery process and more generally the activities relating to the provision of postal services. The Committee's findings mark the beginning of the final phase of negotiation prior to drawing up an agreement. Also as part of an approach aimed at improving efficiency and optimising use of the workforce, on 7 August 2009 an agreement was signed that provided for professional mobility for grade D, C and B staff, entailing the transfer of staff from Corporate and BancoPosta functions at head office to front-line duties. Regarding fixed-term contracts, application of the provisions of agreements regarding stabilisation of the workforce continued. In particular, in July 2009 the agreement of 10 July 2008 was implemented. This will have significant financial implications connected with the re-employment plans signed individually by employees on settlement and the decrease in legal fees, as well as an operational impact, which will specifically encourage development and enhancement of the Company’s staff. Following the earthquake that hit the Abruzzo region, the Company and the unions were both keen to assist the affected communities. This resulted in specific agreements providing help for staff working in the areas struck by the disaster 35. The incentive schemes used include: - MBO (Management by Objectives) for managers, aimed at translating senior management strategy into specific, clear and measurable business and financial, quality, operational and planning objectives. MBO measures and enhances the contribution of individual managers to overall corporate performance; - a commercial incentive scheme, aimed at the sales force in order to maximise achievement of commercial budget targets, whilst also taking into account the vital importance of customer satisfaction and loyalty; – a Target-based Incentive Scheme, an appraisal and compensation mechanism that links payment of a bonus to the performance of key managers. Poste Italiane | Annual Report 6. Human resources 81 (including advance payment of post-employment benefits and, at the request of the related staff, the suspension until 31 December 2009 of the repayment of amounts due under the fixed-term contracts settlement). The two parties also accelerated the process of applying for income support for staff suspended as a result of the earthquake. The activities of all the Bilateral Agencies were resumed during 2009. In particular, by conducting technical investigations, the Bilateral Agency for Training and Retraining of staff supported the drawing up of several agreements that enabled access to funding provided by both Fondo Impresa (the Enterprise Fund) and the Fondo di Solidarietà (the Solidarity Fund). Regarding human resource management, various projects aimed at promoting the rationalisation and technological development of certain key processes were completed during 2009. In particular, online tax assistance and payroll management was implemented. With regard to with trade associations, on 30 July 2009 the agreement regarding membership of Confindustria (the Confederation of Italian Industry) and 104 local business associations was renewed. New company representatives to deal with the various associations were thus nominated, and efforts were initiated to standardise the activities involved in the Company’s relations with the associations. 6.5 LABOUR DISPUTES With respect to labour disputes, the number of claims regarding fixed-term contracts (approximately 2,900 new complaints filed compared with around 2,300 in 2008) was similar to the number of claims in other areas (approximately 2,600 including 350 regarding temporary and contract work). 2009 saw a higher number of new actions regarding fixed-term contracts compared with 2008, presumably linked to “expectations” regarding the judgements to be handed down by the Constitutional Court 36 , which has been asked to rule on the legality of art 1 of Legislative Decree 368/01 (the current source of the regulations governing fixed-term contracts), art. 2, paragraph 1 bis of the Decree (relating exclusively to the postal sector) and art. 4 bis of the above Legislative Decree, introduced by Law 133/2008 (the so-called “summer law”), which only regards judgements on the merits in progress at 22 August 2008. In any event, whilst the jurisprudence regarding the merits of the case continues to be unfavourable to the Company, the percentage of claims filed in 2008 and ruled on during 2009 stood at 45%, which confirms the reduction with respect to the previous year (50% in 2008). It should be pointed out that in March 2010 Parliament approved detailed and wide-ranging employment legislation. One of the provisions (art. 31) introduces strict time limits for claims regarding specific areas (dismissal, transfers and fixed-term contracts), whilst also imposing a cap on the compensation due to an employee in the event of "court-imposed conversion" of a fixed-term contract. Once this legislation comes into force it should help in establishing a clearer framework of reference in this complex area, which has significantly impacted the Company's operations and results in recent years. Finally, the Company was cited during the year in 356 (525 in 2008) disputes relating to "flexible work" (temporary and contract work), with a percentage of cases lost of around 68%. 36. The Constitutional Court filed its decision on 14 July 2009. The Court has ruled that articles 1 and 2, paragraph 1 bis of Legislative Decree 368/01 comply with the Constitution, whilst the provisions of art. 4 bis of the same Legislative Decree 368/01 do not. The unconstitutionality of this article does not, however, regard the legality of the basis on which the Company adopted fixed-term contracts, but only the resulting sanctions (indemnity in place of payment for damages in addition to re-employment) linked solely to the judgements regarding the nullity of the terms pending at 22 August 2008. Directors’ Report on Operations 82 7. INVESTMENT (€m) 2007 2008 2009 Intangible assets Property, plant and equipment 153 396 197 439 185 269 Total Capital expenditure Financial investments 549 18 636 18 454 17 Total investment 567 654 471 7.1 FINANCIAL INVESTMENTS Investment in Group companies during 2009 reflected continued development of new initiatives and the consolidation of activities that support the various business processes (postal, financial and insurance). The amounts invested relate to capital contributions for PosteMobile SpA (13.5 million euros) and Mistral Air Srl (3 million euros). 7.2 CAPITAL EXPENDITURE The diagram below shows capital expenditure broken down by macro area. 30% 54% IT and telecommunications networks Modernisation and upgrade of properties Postal logistics 16% 7.2.1 IT AND TELECOMMUNICATIONS NETWORKS In line with the strategy of both the Company and the Group over recent years, expenditure on Information & Communication Technology (ICT) continued in 2009, aimed at pursuing a policy of integrating all business segments and diversifying products and services. Poste Italiane | Annual Report 7. Investment 83 In 2009 the monitoring capacity of the Service Control Room, which controls systems and the services provided, was stepped up via extension of real-time monitoring to 14 new services (the number of services thereby rose from 47 in 2008 to 61 in 2009), and the development of specific tools for simulating and analysing the functionality and integrated monitoring of the new SDP (Service Delivery Platform) system for Post Office counters. The SDP project provides for a makeover of the current counter system, by building a multi-channel platform to carry all of Poste Italiane's distribution channels. During 2009 the SDP system was activated at 148 post offices. Further development of corporate and business applications, used in the integrated management of customer/product data on behalf of the Company’s various businesses, also took place with the ongoing computerisation of Customer Relationship Management (CRM) and the Enterprise Data Warehouse (EDWH). With respect to the CRM project, integrated data management initiatives regarding Conto BancoPosta In Proprio and BancoPosta Più customers were implemented, with a view to both improving the service provided and cutting the Company's costs. Regarding the EDWH project, work continued on development of the integrated database management system, including the provision of support for the integration and monitoring of commercial, operating and marketing processes. In term of applications, extension of the Document Management System (DMS) continued. Amongst other things, this system provides the document management necessary for automation of the sales and contract processes managed by the CRM system, and supports the project aimed at simplifying the provision of information to post office staff and integration with the new SDP counter platform. In the area of financial and insurance services, investment was targeted at developing applications to support product and service provision and compliance with Italian and international regulations, and at increasing the efficiency of existing operating processes. In particular, the BPIOL Corporate Banking platform was upgraded; a card for withdrawing money from personal savings books was activated; new types of electronic card, such as Postepay Twin, were created; and a prototype version of the electronic billing service was activated, which enabled transmission and receipt of the first electronic bills over the internet by certain customers. As part of the Telecommunications Network Development project, VoIP (Voice Over IP) technology was extended to around 2,000 post offices and a multicast37 infrastructure was built on the network at the Rome headquarters, which enables streaming38 video connections to all user workstations and reception of multimedia content. On the computerisation front, updating of hardware and software continued at post offices and administrative offices, with the installation of more than 50 thousand pieces of equipment, including personal computers, printers, cheque readers, etc.. A computerisation programme regarding the delivery and logistics sector was also launched, with the installation of 35 thousand items of equipment, including franking machines, terminals for delivery staff, etc.. 37. A multicast entails simultaneous delivery of information to a group of destinations. 38. Streaming refers to an audio/video data flow transmitted by a source to one or more destinations via a computer network. The data is reproduced as it arrives at its destination. Directors’ Report on Operations 84 7.2.2 MODERNISATION AND UPGRADE OF PROPERTIES Support for expansion of the post office network, improving the match between post office location and customer demand, and redesigning post offices to meet functional, commercial and operating requirements, entailed the continuation of projects for the modernisation and upgrade of post offices. Design work, involved in implementation of the new post office location strategy, which aims to improve regional coverage and thus relations with customers, as well as to ensure the smooth running of the network, regarded 160 post offices. The reorganisation and of delivery services, as explained in previous sections, led to the redesign, in accordance with the guidelines of the new postal delivery services innovation project, of 853 Distribution Centres out of a total of 932 planned for the entire project. The restoration of historic buildings, renovation and upgrading of the Company's property assets and improvements to comply with current regulations also continued. 7.2.3 POSTAL LOGISTICS During 2009 the process of optimising and re-engineering the logistics network continued, via initiatives aimed, amongst other things, at strengthening the logistics network, technological development of product and service processes and improving the efficiency of transport networks. In particular, the reorganisation of collection and distribution logistics continued, via the concentration of operations at Sorting Centres. This logistics hub reorganisation, as explained in the section on Organisation, enabled a reduction in manual sorting centres, which fell from 41 in 2008 to 35 at the end of 2009. This reduction in the manual component has led to the full mechanisation of sorting so that 10 million pieces of mail are directly bundled for distribution to delivery staff every day. Improvements to the plant and equipment used at industrial sites, via the installation of new plant and/or the upgrade of existing plant, continued. This project will enable optimisation of production facilities and improved efficiency of the endto-end production process, as well as facilitating the provision of new added value products and services. In order to activate strategies aimed at developing and redeploying staff and cutting costs, 11 remote Coding Service Centres were set up at logistics network hubs39. The project aims to equip non-automated network centres with civil, mechanical and technological infrastructures that will enable the decentralisation of video coding activities currently carried out at automated sites, thus improving the quality of service provided. Other initiatives in 2009 also regarded improving the efficiency of transport networks, at national and local level, partly due to the effect of contracting out transport activities. 39. The sites are in Teramo, Messina, Pesaro Urbino, Vercelli, Ascoli Piceno, Rimini, Grosseto, Alessandria, Campobasso, Agrigento and Bolzano. Poste Italiane | Annual Report 7. Investment | 8. The environment 85 8. THE ENVIRONMENT Every year Poste Italiane SpA prepares a Social Report, including an account of the Company’s activities and performance regarding economic, social and environmental Sustainability. A summary of the main environmental initiatives carried out in 2009 is provided below. Poste Italiane SpA’s approach to environmental sustainability considers the Environment to be the ecosystem in which the Company operates and on which it has an impact in carrying out its day-to-day activities. The Company’s size and the number of staff employed require an ongoing, everyday commitment throughout the country, focusing on efforts to reduce energy consumption and protect the environment. This has resulted in the establishment of the Parent Company’s Energy Management function, which, in synergy with Poste Energia SpA, oversees the utilisation of energy resources, with a view to curbing consumption and consequently reducing the environmental impact in terms of the amount of greenhouses gases produced. In particular, Poste Energia, in addition to managing the supply of some Group companies with substantial amounts of electricity, has consolidated supplies and diversified the means of acquiring electricity, thereby obtaining significantly lower prices. Moreover, the attention paid to environmental policies has spurred the Company to give priority to electricity generated from renewable sources certified by RECS (Renewable Energy Certificate System), which in 2009 accounted for 45% of energy consumption, as opposed to 8% in 2008, thereby reducing CO2 emissions from buildings by 28%. In terms of transport, the Group was involved in two initiatives: the introduction of more electric and hybrid vehicles, and the use of dual fuel vehicles that run on both petrol and methane. The composition of the Company's fleet of vehicles has changed due to the introduction of around 400 motor vehicles as motorcycles are taken out of service, and an increase in the number of electric vehicles (108 electric and hybrid quadricycles in 2009), which are used for delivery in the old centres of some cities, including Rome, Milan, Bologna and Turin. These vehicles have been deployed in order to extend trials in connection with the Green Post project, and in July they were also made available to the organisers of the G8 Summit held in L’Aquila. The website www.greenpostproject.eu (managed by Legambiente) was also created, with a view to promoting the project at EU level and coordinating the activities of partners, via information sharing and monitoring of the state of progress of activities, as well as raising public awareness of environmental issues, especially the spread of electric and hybrid vehicles. An assessment of CO2 emissions, carried out by using typical emission factors for each type of fuel, revealed no significant variation compared with the previous year: total CO2 emissions in 2009 amounted to 83,622 tonnes (83,456 tonnes in 2008). Directors’ Report on Operations 86 9. EVENTS AFTER 31 DECEMBER 2009 No major events occurred after 31 December 2009. A number of events of minor importance occurring after the end of the reporting period have been described in other sections of the Report. Poste Italiane | Annual Report 9. Events after 31 december 2009 I 10. Outlook 87 10. OUTLOOK The difficult and complex economic situation, the crisis in financial markets, the change underway in the postal system and ever keener competition across all the sectors in which the Group operates, call for a great deal of care in drawing up Poste Italiane SpA’s strategies. These aim, on the one hand, to increase the Group’s competitive capacity, via cutting-edge organisational and technological solutions and, on the other, to offer innovative services to meet new customer requirements. The further contraction of the Postal Services market expected in 2010, and growing competitive pressures, partly as a result of the upcoming full deregulation of the market, will lead the Group to adopt measures designed to support the volumes of traditional mail products and the related revenues, to diversify its offering through the development of new services in line with changing customer needs, to boost operating efficiency throughout the collection, sorting, transport and delivery phases, and to improve levels of effective and perceived quality. In particular, the Group plans to develop services capable of meeting market needs in terms of timing, offering value added services, tracking and advanced forms of reporting, as well as hybrid mail. The new Unaddressed Mail offering will be developed to provide a specific response to customers’ needs, with optional value added services designed to enhance the service. The Direct Marketing offering will develop in order to take advantage of the opportunities deriving from its integration with targeting services and the new digital, internet and mobile media. To also support business innovation from an organisational viewpoint, investment in network reorganisation and in new technologies for use during the delivery process will go ahead. The Group aims to improve the efficiency of transport, ensuring a correct balance between levels of service and operating costs, without overlooking environmental and safety issues. In addition to the normal new issues in connection with various current events, the Philately Programme for 2010 will include issues with a high degree of commercial impact dedicated to cultural and artistic content commemorating individuals, events and exhibitions such as: the issue to mark the 150th anniversary of the Expedition of the Thousand, and stamps to commemorate Giorgio Perlasca one hundred years after his birth, Michelangelo Merisi, known as “Il Caravaggio”, on the four hundredth anniversary of his death, and Joe Petrosino, to mark the 150th anniversary of his birth. In the Express Delivery, Logistics and Parcels segment of Postal Services, the Group, in addition to striving to cut operating costs, will continue its efforts to strengthen its domestic market positioning, by boosting the flexibility of its offering. This will involve completing preparations for the launch of the Pacco Voluminoso service for bulky packages; the launch of Pay pack, the new prepaid card to be used to pay for express delivery services and that will replace the prepurchased coupons currently in use; activation of a new option enabling customers to make online payments for shipments Directors’ Report on Operations 88 and other services linked to the Postacelere1 plus, Paccocelere1 plus and Paccocelere 3 products; extension of the Home Box offering, with the addition of a web service for printing and consulting delivery reports for shipments; and extension of the end-to-end tracking system for parcels. In December 2009 the Financial Services segment witnessed the operational rollout of the new account for consumers, “BancoPosta Più”, which will be progressively launched commercially in early 2010. The offering aims to attract new customers and boost customer loyalty, providing advantages for people who choose BancoPosta as their main bank. By signing up to and using products linked to their current account (for example, the payment of their salary directly into their bank account and direct debits) and using the new credit card, customers will not have to pay any current account, Postamat card or credit card charges. In addition to the new account for consumers, 2010 will see an extension of the “In Proprio” range of products for small businesses (in part the result of BancoPosta joining the CBI Consortium, the body that manages Interbank Corporate Banking services) via the release of innovative services in line with its bank offering. In order to consolidate BancoPosta’s presence on alternative channels and exploit the BancoPosta Click current account, the introduction of the new online security tools launched during 2009 will continue in 2010. Above all, the migration of BancoPostaonline and BancoPosta Click customers (around 1 million) to the strong authentication system, which uses “disposable” passwords, will be completed. The range of online current account services will also be extended, following the launch of the online Moneygram service in November 2009, with an online trading platform. The online investment service for funds, equities and bonds will bring the offering into line with market standards, meeting the needs of more sophisticated customers, compared with those requiring only basic current account services. The Company will continue its strong commitment to taking and managing postal savings deposits, which represents an important source of revenue. Loan products will see a further expansion of the number of post offices equipped to handle the Quinto BancoPosta product, whilst the Prestito BancoPosta product is to be restyled and the Prontissimo offering diversified. The Electronic Money segment will see continued migration towards payment cards with microchips, a change involving not only debit cards, but also prepaid and credit cards. The Company has also set itself a further objective for 2010 regarding collection systems, involving membership of the interbank payments clearing system, which will enable the exchange of funds and accounting settlement for collection orders, interbank direct debits and payments against notice. In terms of bond products, the Company continued to focus on plain bonds, rather than the optional type, in accordance with customer needs. Work on establishing the Banca del Mezzogiorno (or “Bank for southern Italy”) will begin in 2010. In view of its widespread presence and existing technology infrastructure, Poste Italiane is due to play a leading role in the new bank. In the Insurance Services segment, 2010 will see the Group continue to focus primarily on the sale of life policies, and the development of pension funds and personal protection products. Given the current macroeconomic outlook, the investment policy will continue to be based on prudent asset allocation. Whilst the value of Poste Vita’s portfolio securities is tied to the performance of the financial markets, the company’s results should be in line with returns on the investment of premiums. Following receipt of the necessary authorisations, the company, via its subsidiary, Poste Assicura, will offer a number of general insurance products. Regarding the organisation and development of Uuman Resources, actions designed to optimise the use of staff will continue via further development of the organisational model which, by strengthening the delegation system, will increase the autonomy of local structures in order to more effectively achieve strategic goals. The outlook for 2010 points to a slow recovery, backed by expansive monetary policy and low interest rates. There continues to be great uncertainty about the pace of the recovery, above all in the medium term, as this is linked to both Poste Italiane | Annual Report 10. Outlook 89 overseas demand, with the world economy struggling to return to strong growth, and to the risk that labour market conditions may continue to be weak for some time to come. This could put a further brake on consumer spending and thus on industrial output. Despite the efforts of the Company, in terms of both operating activities and initiatives, and ongoing attention to efficiency and cost containment, the difficult operating environment will make it hard to maintain current levels of profitability. Directors’ Report on Operations 90 11. OTHER INFORMATION Related party transactions The principal transactions conducted by the Group regard its shareholders, the Ministry of the Economy and Finance and Cassa Depositi e Prestiti, with particular reference to the management of postal current account services and postal savings deposits. Details of the related party transactions of Gruppo Poste Italiane and the Parent Company are provided in note 43 in the consolidated financial statements and in note 36 in the separate financial statements. Legislative Decree 196 of 30 June 2003 In compliance with Legislative Decree 196 of 30 June 2003, the “Data Protection Act” (“Codice in materia di protezione dei dati personali”), the Company has updated its Data Protection Planning Document, which describes the Company’s overall organisation, its technology infrastructure, and the distribution of roles and responsibilities within the departments involved in the processing of personal data, as well as monitoring of the correct application of the minimum security requirements provided for by the law. The update has involved the addition of references to company regulations which, in addition to procedures, include notes, instructions, references to the intranet, forms, policies, minutes and other relevant documents. Poste Italiane | Annual Report 11. Other information | 12. Board of directors’ proposals to shareholders 91 12. BOARD OF DIRECTORS’ PROPOSALS TO SHAREHOLDERS The Board of Directors proposes that the General Meeting of shareholders: • approve the financial statements of Poste Italiane SpA for the year ended 31 December 2009, consisting of the statement of financial position, the separate income statement, the statement of comprehensive income, the statement of changes in equity, the statement of cash flows and the notes, accompanied by the Directors’ Report on Operations; • allocate profit for the year of 736,660,139 euros as follows: a) 38,640,018 euros to the legal reserve; b) the remaining amount in accordance with the resolutions to be passed by the General Meeting, giving due consideration to the level of working capital represented by amounts due from the Public Sector and the Company’s capital requirements, and taking account of growth in the Group’s financial and insurance services. Directors’ Report on Operations 92 APPENDIX – KEY PERFORMANCE INDICATORS FOR PRINCIPAL GRUPPO POSTE ITALIANE COMPANIES The figures shown in the tables below reflect the financial and operational indicators (deduced from the reporting packages) of the principal Group companies prepared in accordance with International Financial Reporting Standards (IFRS) and approved by the boards of directors of the respective companies. Postel SpA Increase/(Decrease) (€000) Revenue Operating profit Profit for the period Investment Equity Permanent workforce - end of period Flexible workforce - average 2008 2009 Amount % 264,169 22,292 12,354 36,696 118,396 992 116 249,764 20,762 19,505 21,423 138,400 1,020 115 (14,405) (1,530) 7,151 (15,273) 20,004 28 (1) (5.5) (6.9) 57.9 (41.6) 16.9 2.8 (0.9) The company employed on average 9 people seconded from the Parent Company (8 in 2008). PostelPrint SpA Increase/(Decrease) (€000) Revenue Operating profit Profit for the period Investment Equity Permanent workforce - end of period Flexible workforce - average n/s: not significant Poste Italiane | Annual Report 2008 2009 Amount % 101,679 8,811 5,489 1,025 28,466 233 35 98,789 6,302 4,237 1,212 32,768 233 24 (2,890) (2,509) (1,252) 187 4,302 n/s (11) (2.8) (28.5) (22.8) 18.2 15.1 n/s (31.4) Appendix - Key performance indicators for principal Gruppo Poste Italiane Companies 93 SDA Express Courier SpA Increase/(Decrease) (€000) Revenue Operating profit Profit for the period Investment Equity Permanent workforce - end of period Flexible workforce - average 2008 2009 Amount % 455,508 1,686 302 17,349 104,460 1,246 40 422,492 (23,444) (23,529) 6,840 81,198 1,276 1 (33,016) (25,130) (23,831) (10,509) (23,262) 30 (39) (7.2) n/s n/s (60.6) (22.3) 2.4 (97.5) 2008 2009 Amount % 46,156 295 (546) 11,334 11,390 77 5 73,185 (5,365) (6,011) 4,714 5,453 80 4 27,029 (5,660) (5,465) (6,620) (5,937) 3 (1) 58.6 n/s n/s (58.4) (52.1) 3.9 (20.0) n/s: not significant Italia Logistica Srl (*) Increase/(Decrease) (€000) Revenue Operating profit Profit for the period Investment Equity Permanent workforce - end of period Flexible workforce - average Since 1 August 2008 the company has been accounted for using proportionate consolidation. In the previous tables it was consolidated on a line-by-line basis. n/s: not significant (*) Poste Tutela SpA Increase/(Decrease) (€000) Revenue Operating profit Profit for the period Investment Equity Permanent workforce - end of period 2008 2009 Amount % 78,940 1,249 842 3 6,406 - 79,949 1,338 771 112 7,177 4 1,009 89 (71) 109 771 4 1.3 7.1 (8.4) n/s 12.0 n/s The company employed on average 9 people seconded from the Parent Company (7 in 2008). n/s: not significant Directors’ Report on Operations 94 Poste Vita SpA(*) Increase/(Decrease) (€000) Premiums written less outward reinsurance premiums Profit for the period Financial assets Balance of technical account for life assurance and Financial liabilities at fair value Equity Permanent workforce - end of period 2008 2009 Amount % 5,523,308 64,122 30,773,239 7,091,501 107,878 38,279,074 1,568,193 43,756 7,505,835 28.4 68.2 24.4 31,149,080 965,561 124 37,617,920 1,070,734 148 6,468,840 105,173 24 20.8 10.9 19.4 The figures shown have been prepared in accordance with IFRS and therefore may not coincide with those in the financial statements prepared under Italian GAAP and in accordance with the Italian Civil Code. The company employed on average 6 people seconded from the Parent Company (4 in 2008). (*) BancoPosta Fondi SpA SGR Increase/(Decrease) (€000) Fee income Net fee income Profit for the period Financial assets (liquidity and securities) Equity Permanent workforce - end of period 2008 2009 Amount % 40,432 18,377 9,795 43,446 34,303 11 31,242 27,405 15,122 52,443 49,377 11 (9,190) 9,028 5,327 8,997 15,074 n/s (22.7) 49.1 54.4 20.7 43.9 n/s The company employed on average 25 people seconded from the Parent Company (27 in 2008). n/s: not significant Postecom SpA Increase/(Decrease) (€000) Revenue Operating profit Profit for the period Investment Equity Permanent workforce - end of period Flexible workforce - average 2008 2009 Amount % 68,980 6,226 3,756 6,254 41,297 241 9 57,059 423 (1,612) 6,101 39,770 241 11 (11,921) (5,803) (5,368) (153) (1,527) n/s 2 (17.3) (93.2) n/s (2.4) (3.7) n/s 22.2 The company employed on average 3 people seconded from the Parent Company (1 in 2008). n/s: not significant Poste Italiane | Annual Report Appendix - Key performance indicators for principal Gruppo Poste Italiane Companies 95 PosteMobile SpA(*) Increase/(Decrease) (€000) Revenue Operating profit Profit for the period Investment Equity Permanent workforce - end of period Flexible workforce - average 2008 2009 Amount % 38,176 (15,866) (12,689) 8,392 2,715 70 - 98,533 (8,048) (6,795) 14,231 9,415 110 1 60,357 7,818 5,894 5,839 6,700 40 1 n/s (49.3) (46.4) 69.6 n/s 57.1 n/s The figures shown have been prepared in accordance with IFRS and therefore may not coincide with those in the financial statements prepared under Italian GAAP and in accordance with the Italian Civil Code. The company employed on average 5 people seconded from the Parent Company (2 in 2008). n/s: not significant (*) Europa Gestioni Immobiliari SpA Increase/(Decrease) (€000) Revenue Operating profit Profit for the period Investment Equity Permanent workforce - end of period 2008 2009 Amount % 77,449 53,098 37,592 354 397,342 7 44,919 29,294 19,941 353 417,278 7 (32,530) (23,804) (17,651) (1) 19,936 n/s (42.0) (44.8) (47.0) (0.3) 5.0 n/s The company employed on average 4 people seconded from the Parent Company (5 in 2008). n/s: not significant Posteshop SpA Increase/(Decrease) (€000) Revenue Operating profit Profit for the period Investment Equity Permanent workforce - end of period 2008 2009 Amount % 67,737 966 484 117 7,326 36 60,115 (1,436) (1,545) 261 5,806 38 (7,622) (2,402) (2,029) 144 (1,520) 2 (11.3) n/s n/s n/s (20.7) 5.6 The company employed on average 28 people seconded from the Parent Company (26 in 2008). n/s: not significant Directors’ Report on Operations 96 GLOSSARY Distribution centres: physical sites serving their local area, carrying out the basic delivery service, internal handling, support services for the transport network, other external activities not directly linked to distribution and, on occasion, other high-value-added services. E-government: the computerisation of Government processes, enabling documents to be processed and managed in digital format, by using information and communication technologies to optimise the work of public bodies, and offering customers (the general public and companies) faster services, as well as new services via, for example, the websites of the Government agencies concerned. Host-to-Host: Host-to-Host solutions are designed to meet the specific needs of customers to enable them to send mail in digital format directly from their management and IT platforms. HUB: a type of junction around which any type of network is created (computer, satellite, telephone, transport, internet, marketing), which unites, multiplies and channels access to the network. Phishing: an attempt to criminally and fraudulently acquire confidential information by masquerading as a trustworthy entity in an electronic communication. SEPA: Simple Euro Payments Area Service continuity: in order to safeguard business continuity in the event of a crisis, including those of a serious nature, the Bank of Italy and the CONSOB are coordinating a working group to look at service continuity in the Italian financial system. The group involves participants from Italy’s leading banking groups and the companies that manage the various networks and infrastructures that are key to the smooth operation of the financial system. Shared services: is the name given to a strategy whereby organisations in which certain functions, such as accounting and human resources, are common to several business units. This involves the reorganisation of business support activities, with repetitive and transaction-type processes being managed by a single internal service provider within the organisation itself. Small to Medium Business (SMB): this customer segment includes small and medium enterprises that, in the course of business, regularly use postal and financial services. SOHO (Small Office Home Office): this customer segment includes professional people who, in the course of business, regularly use postal and financial services. Strong Authentication: authentication with two elements, or authentication with several elements, is a system based on the joint use of two methods of individual authentication. Poste Italiane | Annual Report Glossary 97 Temporary services: these services are provided by post offices on a temporary basis for: conferences, congresses, rallies, trade fairs, exhibitions, celebrations of historical events, stamp exhibitions, sporting and other events of public interest that may raise Poste Italiane SpA’s visibility. Operations available at these temporary facilities include mail collection, collection and formation of ordinary and special despatches, sale of postage and revenue stamps and philately products. VOIP: Voice over Internet Protocol. Directors’ Report on Operations 101 Statement of financial position Income statement Statement of comprehensive income Statement of changes in Equity Statement of cash flows Notes to the consolidated financial statements 1 - Introduction 2 - Basis of accounting 3 - Risk management 4 - Operating segments 5 - Property, plant and equipment 6 - Investment property 7 - Intangible assets 8 - Investments accounted for using the equity method 9 - Financial assets 10 - Deferred taxes 11 - Other non-current assets 12 - Inventories 13 - Trade receivables 14 - Current tax assets 15 - Other current receivables and assets 16 - Assets and liabilities attributable to BancoPosta 17 - Cash and cash equivalents 18 - Non-current assets held for sale 19 - Share capital 20 - Shareholder transactions 21 - Earnings per share 22 - Reserves 23 - Technical provisions for insurance business 24 - Provisions for liabilities and charges 25 - Staff termination benefits 26 - Financial liabilities 27 - Trade payables 28 - Current tax liabilities 29 - Other liabilities 30 - Revenues from sales and services 31 - Earned premiums 32 - Other income from financial and insurance activities 33 - Other operating income 34 - Cost of goods and services 35 - Change in technical provisions for insurance business and other claims expenses 36 - Other expenses deriving from financial and insurance activities 37 - Staff costs 38 - Depreciation, amortisation and impairments 39 - Capitalised costs and expenses 40 - Other operating costs 41 - Finance income and costs 42 - Income tax expense 43 - Related party transactions 44 - Other information 45 - Information on investments 46 - Events after 31 December 2009 Attestation of the separate and consolidated financial statements for the year ended 31 December 2009 pursuant to art 154-bis of Legislative Decree 58/1998 Statutory Auditors’ Report Independent Auditors’ Report 102 103 104 105 106 107 107 108 127 149 151 154 155 158 161 167 169 170 171 176 176 178 183 184 185 186 186 186 187 187 189 190 195 196 197 200 204 204 205 206 208 209 209 211 211 212 213 214 215 220 225 226 227 228 229 102 STATEMENT OF FINANCIAL POSITION ASSETS (€000) Note related party transactions 31 Dec 2009 (Note 43) related party transactions 31 Dec 2009 (Note 43) related party transactions 1 Jan 2008 (Note 43) Non-current assets Property, plant and equipment Investment property Intangible assets Investments accounted for using the equity method Financial assets Deferred tax assets Other non-current assets Total [5] [6] [7] [8] [9] [10] [11] 3,123,942 153,676 513,550 14,659 34,016,430 644,844 838,744 39,305,845 14,659 536,693 1,466 3,236,323 172,425 452,962 7,448 27,806,343 641,285 688,941 33,005,727 7,448 665,518 1,466 3,142,409 193,812 384,961 9,444 25,761,616 570,182 614,225 30,676,649 9,444 683,724 - Assets attributable to BancoPosta [16] 39,512,159 6,804,803 38,909,191 5,546,358 38,940,311 6,870,168 Current assets Inventories Trade receivables Current tax assets Other current receivables and assets Financial assets Cash and cash equivalents [12] [13] [14] [15] [9] [17] 52,595 4,177,952 50,358 506,338 5,296,526 2,214,918 52 335,169 53,479 3,573,672 43,063 530,614 4,563,836 1,799,295 77 343,448 53,619 4,160,741 129,361 409,707 4,679,704 2,592,266 47 461,411 2,038,783 12,122,552 - 485,572 2,346,134 11,596,370 - 759,438 10,192,570 - 1,285 - 3,472 - 543 - Escrow account (EC Decision of 16 July 2008) Deposits and cash in hand Total Non-current assets held for sale [18] TOTAL ASSETS 90,941,841 83,514,760 79,810,073 LIABILITIES AND EQUITY (€000) Equity Share capital Reserves Retained earnings Total Equity attributable to owners of the Parent Minority interest Total Note [19] [22] related party transactions 31 Dec 2009 (Note 43) 1,306,110 663,618 2,605,182 4,574,910 13 4,574,923 - related party transactions 31 Dec 2009 (Note 43) 1,306,110 265,245 1,850,294 3,421,649 13 3,421,662 - 1 Jan 2008 1,306,110 2,140 1,764,770 3,073,020 3,073,020 related party transactions - Non-current liabilities Technical provisions for insurance business Provisions for liabilities and charges Staff termination benefits Financial liabilities Deferred tax liabilities Other liabilities Total [23] [24] [25] [26] [10] [29] 35,927,121 335,201 1,445,954 3,536,032 417,328 84,701 41,746,337 33,011 512,668 6 28,333,062 339,486 1,514,928 4,878,090 310,226 146,249 35,522,041 33,393 679,517 6 24,929,307 349,596 1,478,650 6,286,751 362,976 216,539 33,623,819 41,315 840,235 6 Liabilities attributable to BancoPosta [16] 37,718,321 80,457 37,063,652 576,817 37,334,548 799,667 Current liabilities Provisions for liabilities and charges Trade payables Current tax liabilities Other liabilities Other current payables and liabilities [24] [27] [28] [29] 898,984 1,789,900 79,570 13,963 288,949 - 822,736 1,855,513 73,647 89,440 314,511 - 517,025 1,785,918 27,271 17,311 278,046 - 1,787,837 2,345,969 6,902,260 87,630 168,200 1,603,319 485,572 2,666,618 7,507,405 65,486 485,572 161,542 1,597,228 1,851,244 5,778,686 56,390 155,971 Amount payable to parent (EC Decision of 16 July 2008) Financial liabilities Total TOTAL LIABILITIES AND EQUITY Poste Italiane | Annual Report [26] 90,941,841 83,514,760 79,810,073 Statement of financial position | Income statement 103 INCOME STATEMENT (€000) Revenues from sales and services of which non-recurring income Earned premiums Other income from financial and insurance activities Other operating income of which non-recurring income Total revenue Cost of goods and services Change in trading properties Change in technical provisions for insurance business and other claims expenses Other expenses deriving from financial and insurance activities Staff costs of which non-recurring costs/(income) Depreciation, amortisation and impairments Capitalised costs and expenses Other operating costs of which non-recurring costs Operating profit/(loss) Note related party transactions 2009 (Note 43) 2008 related party transactions (Note 43) 10,343,768 7,112,404 2,431,018 210,641 20,097,831 2,690,980 12,202 - 10,371,725 5,534,985 1,788,459 158,001 17,853,170 2,548,132 4,816 - [34] 2,550,186 - 162,233 - 2,588,996 1,371 192,045 - [35] 8,626,318 - 5,180,313 - [36] [37] 303,400 6,222,356 (121,007) 555,115 (30,338) 271,300 1,599,494 29,022 31,251 - 1,690,738 6,042,107 (203,104) 539,952 (44,217) 384,218 1,469,692 18,476 117,809 - 188,497 177,354 - 33,474 88,248 - 253,294 19,673 302,583 4,000 59,180 122,265 - [30] [31] [32] [33] [4] [38] [39] [40] Finance costs of which non-recurring costs Finance income of which non-recurring income Profit/(loss) on investments accounted for using the equity method Profit/(loss) before tax [41] [8] 1,212 1,589,563 - 355 1,519,336 - Income tax expense of which non-recurring expense/(benefit) [42] 685,573 (62,145) - 636,754 (92,518) - [41] PROFIT FOR THE YEAR 903,990 882,582 attributable to owners of the Parent attributable to minority interest 903,990 - 882,582 - Earnings per share [21] 0,692 0,676 Diluted earnings per share [21] 0,692 0,676 Consolidated financial statements 104 STATEMENT OF COMPREHENSIVE INCOME (€000) Profit/(Loss) for the year Available-for-sale financial assets Increase(Decrease) in fair value during the period Transfers to profit or loss Cash flow hedges Increase/(Decrease) in fair value during the period Transfers to profit or loss Actuarial gains/(Losses) on provisions for staff termination benefits Taxation of items recognised directly in, or transferred from, Equity Total other components of comprehensive income TOTAL COMPREHENSIVE INCOME FOR THE YEAR Poste Italiane | Annual Report Note 2009 2008 903,990 882,582 [22.1] [22.1] 566,332 (32,651) 287,882 (43,926) [22.1] [22.1] [25.1] [10.5] 3,701 (6,409) 50,766 (182,468) 399,271 23,646 66,440 (96,606) (67,931) 169,505 1,303,261 1,052,087 Statement of comprehensive income I Statement of changes in Equity 105 STATEMENT OF CHANGES IN EQUITY Equity Reserves (€000) Note Balance at 1 January 2008 Total comprehensive income for the period Share capital Legal reserve Retained earnings/ Fair value Cash flow (Accumulated reserve hedge reserve losses) 1,306,110 75,116 105,947 (178,923) 1,764,770 3,073,020 - 3,073,020 - - 164,672 61,238 826,177 1,052,087 - 1,052,087 Minority Total interest Total Equity Appropriation of profit to Reserves [22] - 37,195 - - (37,195) - - - Dividends paid [20] - - - - (245,000) (245,000) - (245,000) Other shareholder transactions (after tax effect of 5,779 thousand euros) - - - - (458,458) (458,458) - (458,458) Change in basis of consolidation - - - - - - 13 13 1,306,110 112,311 270,619 (117,685) 1,850,294 3,421,649 13 3,421,662 - - 363,969 (1,636) 940,928 (*) 1,303,261 - 1,303,261 Balance at 31 December 2008 Total comprehensive income for the period Appropriation of profit to Reserves [22] - 36,040 - - (36,040) - - - Dividends paid [20] - - - - (150,000) (150,000) - (150,000) 1,306,110 148,351 634,588 (119,321) 2,605,182 4,574,910 13 4,574,923 Balance at 31 December 2009 (*) This item includes profit for the year of 903,990 thousand euros, actuarial gains on provisions for staff termination benefits of 50,766 thousand euros, net of the related current and deferred taxation of 13,828 thousand euros. Consolidated financial statements 106 STATEMENT OF CASH FLOWS (€000) Note 2009 2008 Deposits and cash in hand at beginning of year Profit/(loss) for year Depreciation, amortisation and impairments [38] Net provisions for staff [37] Net provisions for restructuring charges [37] Net provisions for liabilities and charges [40] Use of provisions for liabilities and charges [24] Provisions for staff termination benefits [25] Termination benefits paid [25] Changes in technical provisions for insurance busines (Gains)/Losses on disposals [33] (Gains)/Losses on financial assets/liabilities measured at fair value (Income)/Expenses from financial and insurance activities (Dividends) [41] Dividends received (Finance income realised) [41] (Finance income in form of interest) [41] Interest received Interest expense and other finance costs [41] Interest paid Losses and impairments/(Recoveries) on receivables [40] Tax and witholding tax paid Other changes Cash generated by operating activities before changes in working capital [a] Changes in working capital: (Increase)/Decrease in Inventories [12] (Increase)/Decrease in Trade receivables (Increase)/Decrease in Other receivables and assets Increase/(Decrease) in Trade payables [27] Increase/(Decrease) in Other liabilities Cash generated by/(used in) changes in working capital [b] Increase/(Decrease) in liabilities attributable to BancoPosta Payment of liabilities linked to financial contracts issued by insurance segment [26] Net cash generated by/(used for) financial assets at fair value through profit or loss attributable to insurance segment Net cash generated by/(used for) financial assets held for trading attributable to BancoPosta [16] Net cash generated by/(used for) available-for-sale financial assets attributable to insurance segment [9] Net cash generated by/(used for) available-for-sale financial assets attributable to BancoPosta [16] (Increase)/Decrease in other assets attributable to BancoPosta Cash generated by/(used for) financial assets and liabilities attributable to BancoPosta and insurance segment [c] Net cash flow from /(for) operating activities [d]=[a+b+c] - of which related party transactions Investing activities: Property, plant and equipment [5] Investment property [6] Intangible assets [7] Investments [8] Other financial assets Cash used for investments in held-to-maturity investments attributable to Banco Posta (*) [16] Disposals: Property, plant and equipment, investment property and assets held for sale Investments [8] Other financial assets Cash generated by investment in held-to-maturity investments attributable to Banco Posta (*) Change in basis of consolidation [e] Net cash flow from /(for) investing activities (*) - of which related party transactions Proceeds from/(Repayments of) long-term borrowings (Increase)/Decrease in loans and receivables Increase/(Decrease) in short-term borrowings Dividends paid [20] Closure of escrow acount (EC Decision of 16 July 2008) [17] Decrease in amount payable to parent (EC Decision 16 July 2008) [29] Opening of escrow account (EC Decision of 16 July 2008) [17] Net cash flow from/(for) financing activities and shareholder transactions [f] - of which related party transactions Net increase/(decrease) in cash and cash equivalents [g]=[d+e+f] Deposits and cash in hand at end of year [17] 2,346,134 1,589,563 555,115 198,074 115,000 120,199 (391,220) 399 (82,644) 6,966,613 (60,326) (960,856) (428,891) (154) 131 (502) (171,906) 149,930 185,312 (114,559) 31,692 (767,923) (8,148) 6,924,899 759,438 1,519,336 539,952 431,428 133,636 (305,220) 430 (125,666) 3,264,895 (33,204) 643,514 (275,486) (1,628) 1,310 (28,517) (258,473) 268,003 247,885 (143,933) 114,377 (690,922) (4,128) 5,297,589 884 (578,985) (168,805) (65,613) 162,119 (650,400) 576,492 (1,291,815) 140 524,610 (241,045) 69,595 (43,025) 310,275 (282,001) (213,707) 2,276,353 1,041,786 (7,578,508) (1,504,262) 1,064,366 (863,657) (1,141,552) (1,617,744) 51,435 1,018,392 (5,415,588) 858,911 (2,258,960) (3,048,834) 2,559,030 2,041,679 (288,896) (607) (218,180) (5,999) (204,454) (3,281,112) (485,382) (862) (226,409) (319) (608,878) (1,778,988) 85,623 516,280 2,740,493 (656,852) (53,036) (205,521) 145,484 (299,373) (150,000) 485,572 (485,572) (509,410) (650,279) (307,351) 2,038,783 57,771 4,000 154,653 2,256,695 1,437 (626,282) (187,462) (181,774) 197,077 369,217 (245,000) (485,572) (346,052) (203,070) 1,586,696 2,346,134 (*) This item includes BancoPosta’s portfolio of held-to-maturity investments. Poste Italiane | Annual Report Statement of cash flows I Notes to the consolidated financial statements 107 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1 - INTRODUCTION Poste Italiane SpA (hereinafter also referred to as the “Parent Company”) derives from the conversion of the Public Entity, Poste Italiane, under Resolution 244 of 18 December 1997 passed by the Interministerial Economic Planning Committee. The Company’s registered office is at Viale Europa 190, Rome (Italy) and it is 65% owned by the Ministry of the Economy and Finance (hereinafter also referred to as the “MEF”) and 35% owned by Casa Depositi e Prestiti SpA (CDP). Gruppo Poste Italiane (the Group) provides a Servizio Postale Universale (a Universal Postal Service, provided under a Universal Service Obligation) in Italy, whilst offering integrated communication, logistics, financial and insurance products and services throughout the country via its national network of around 14,000 post offices. The Group operates in the three segments of Postal Services, Financial Services and Insurance Services, which are supplied by the various business units and Group companies. Postal Services include Mail, Express Delivery, Logistics and Parcels, and Philately. Financial Services regard the activities of BancoPosta listed in art. 2 of Presidential Decree 144 of 14 March 2001, and primarily refer to the collection of public deposits in all their forms, the supply of payment services, foreign currency trading, the promotion and marketing of loans issued by banks and other authorised financial institutions, and the provision of investment services. Insurance Services are provided by the subsidiary, Poste Vita, which operates in ministerial life assurance branches I, III and V, and in ministerial non-life insurance branches I and II. The Group increasingly aims to supply integrated services and innovative solutions to the general public, to firms and to central and local government by exploiting its own distribution channels as well as the multiple and complementary competencies of Group companies. These consolidated financial statements for the year ended 31 December 2009 have been prepared in euros, the currency of the economy in which the Group operates. They consist of the statement of financial position, the separate income statement, the statement of comprehensive income, the statement of changes in Equity, the statement of cash flows and the following notes. All amounts in the consolidated financial statements and the notes are shown in thousands of euros, unless otherwise stated. Consolidated financial statements 108 2 - BASIS OF ACCOUNTING 2.1 - BASIS OF PREPARATION Gruppo Poste Italiane prepares its consolidated financial statements under the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), and adopted by the European Union in EC Regulation 1606/2002 of 19 July 2002, and pursuant to Legislative Decree 38 of 20 February 2005, which introduced regulations governing the adoption of IFRS in Italian law. The term IFRS includes all the International Financial Reporting Standards, International Accounting Standards (IAS) and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC, previously known as the Standing Interpretations Committee or SIC), adopted by the European Union and contained in the EU regulations published through to 24 March 2010, the date on which the Board of Directors of Poste Italiane SpA approved these consolidated financial statements. Legislative Decree 195 of 6 November 2007, which implemented Directive 2004/109/EC that standardised the transparency requirements relating to the information published by issuers whose financial instruments are traded on a regulated market (the so-called Transparency Directive), has amended Legislative Decree 58 of 24 February 1998 (the Consolidated Law on Finance), introducing the definition “listed issuers whose home member State is Italy”. Given that Poste Italiane SpA falls within this definition as an issuer of bonds listed on the Luxembourg Stock Exchange, during preparation of this document the CONSOB regulations contained in Resolution 15519 of 27 July 2006 and in Ruling DEM/6064293 of 28 July 2006 were taken into account. The basis of consolidation and the accounting policies adopted reflect the fact that the Group will remain fully operational in the foreseeable future, in accordance with the going concern assumption. The basis of consolidation and the accounting policies are described in notes 2.2 and 2.3, and are consistent with those applied in the preparation of the consolidated financial statements for the year ended 31 December 2008. The statement of financial position1 has been prepared on the basis of the current/non-current distinction2. The format of the separate income statement is based on the nature of expenses. The statement of cash flows has been prepared in accordance with the indirect method3. As required by CONSOB Resolution 15519 of 27 July 2006, each item in the statement of financial position, separate income statement and statement of cash flows shows the amounts deriving from related party transactions. The separate income statement also shows, where present, income and expenses deriving from material non-recurring transactions or from non-recurring events. Taking account of the different nature and the number of transactions carried out by Group companies, many items of income and expense of a non-recurring nature may occur with significant frequency. These items of income and expense are only presented separately when they are both of an exceptional nature and were generated by a transaction of a material nature. In order to allow comparison on a like-for-like basis with the amounts for 2009, certain items in the statement of financial position, separate income statement and statement of cash flows at and for the year ended 31 December 2008 have been reclassified. At the date of approval of these consolidated financial statements, there is no established practice on which to base interpretation and application of a number of new, or revised, international accounting standards. Moreover, at the date of approval of these consolidated finance statements the tax authorities had yet to issue systematic official interpretations regarding all the effects of the tax-related measures contained in Legislative Decree 38 of 20 February 2005, Law 244 of 24 December 2007 (the 2008 Budget Law) and the Ministerial Decree of 1 April 2009, which have introduced numerous changes to IRES and IRAP. The consolidated finance statements have, therefore, been prepared on the basis of the best available knowledge of IFRS and taking account of best practice in this regard. Any future changes or updated interpretations will be reflected in subsequent years, in accordance with the specific procedures provided for by the related standards. 1. As more fully described in note 2.3 - Accounting standards and interpretations applied from 1 January 2009, the statement of financial position includes amounts at 1 January 2008 following application of IFRIC 13. 2. Current assets include assets (such as inventories and trade receivables) that are sold, consumed or realised as part of the normal operating cycle even when they are not expected to be realised within twelve months after the reporting period (paragraph 68, Revised IAS 1). 3. Under the indirect method, net cash from operating activities is determined by adjusting profit/(loss) for the year to reflect the impact of non-cash items, any deferment or provisions for previous or future operating inflows or outflows, and revenue or cost items linked to cash flows from investing or financing activities. Poste Italiane | Annual Report Notes to the consolidated financial statements 109 2.2 - BASIS OF CONSOLIDATION Gruppo Poste Italiane’s consolidated financial statements include the financial statements of the Parent Company and of the companies over which it directly or indirectly exercises control from the date on which control is obtained until the date on which control is no longer held by the Group. Control is exercised both via direct or indirect ownership of voting shares, and via the exercise of dominant influence, defined as the power to govern the financial and operating policies of the entity, including indirectly on the basis of contractual or legal agreements, obtaining the related benefits, regardless of the nature of the equity interest. In determining control, potential voting rights exercisable at the end of the reporting period are taken into account. The financial statements used for consolidation purposes have been specifically prepared at 31 December 2009, after appropriate adjustment, where necessary, to bring them into line with the accounting standards of the Parent Company. Subsidiaries that, in terms of their size or operations, are irrelevant to a true and fair view of the Group’s results of operations and financial position, are not consolidated. Programma Dinamico SpA, a vehicle set up under Law 130 of 30 April 1999 that matches the definition of control established in the combined provisions of IAS 27 and SIC 12, is not consolidated as its separate statement of financial position, income statement and cash flows are not material. Certain index-linked policies sold by Poste Vita SpA have invested in the synthetic securities issued by this company in previous years and held in separately managed accounts (see the description in note 3 – Financial risk management – Other risks – Reputational risk). These securities are accounted for in the company’s financial statements in Class D investments, where the risk is transferred to policyholders. In Gruppo Poste Italiane’s consolidated financial statements these synthetic securities are accounted for in financial assets, with corresponding technical provisions accounted for in liabilities. The criteria adopted for consolidation on a line-by-line basis are as follows: • the assets, liabilities, costs and revenues of consolidated entities are accounted for on a line-by line basis, where applicable attributing the minority interest in Equity and the profit/(loss) for the period to specific items reported separately in consolidated Equity and the consolidated income statement; • business combinations, entailing the acquisition of control of an entity, are accounting for using the purchase method. The cost of acquisition is calculated on the basis of the fair values of the assets given, the liabilities incurred and the equity instruments issued by the acquirer, plus any directly attributable acquisition costs incurred. After re-determination of the fair values of the assets and liabilities acquired and the cost of acquisition, any difference between the cost of acquisition and the fair values of the assets and liabilities acquired is, if positive, recognised as a consolidation difference, or, if negative, recognised in the income statement; • acquisitions of minority interests in entities already controlled by the Group are not accounted for as acquisitions, but as changes in equity; in the absence of a relevant accounting standard, the Group recognises any difference between the cost of acquisition and the related share of equity acquired in Equity; • significant transactions between companies consolidated on a line-by-line basis and unrealised gains and losses on such transactions are eliminated, with the related tax effects, as are intercompany payables and receivables, costs and revenues, and finance costs and income; • gains and losses deriving from the disposal of investments in consolidated companies are recognised in the income statement based on the difference between the sale price and the corresponding share of consolidated equity sold. Investments in joint ventures are accounted for using proportionate consolidation, reporting the Group’s share of jointly controlled entities’ assets, liabilities, income and expenses on a line-by-line basis. The carrying amounts of these entities’ current and non-current assets and liabilities, income and expenses are reported in note 45.2. Investments in subsidiaries (note 45.3) that are not significant and are not consolidated, and those in companies over which the Group exerts significant influence (associates, in which it is assumed that the Group holds an interest of between 20% Consolidated financial statements 110 and 50%), are accounted for using the equity method. An exception is made for instances in which it is evident that application of this method of accounting does not influence the Group’s results of operations or financial position. In such cases, the investment is recognised at cost less any impairment losses. The equity method is as follows: • the Group’s share of an associate’s post-acquisition profits or losses is recognised in the consolidated income statement from the date on which significant influence or control is obtained until the date on which significant influence or control is no longer exerted by the Group; provisions are made to cover a company’s losses that exceed the carrying amount of the investment, to the extent that the Group has incurred legal or constructive obligations to cover such losses; changes in the Equity of companies accounted for using the equity method not related to the profit/(loss) for the year are recognised directly in Equity; • unrealised gains and losses on transactions between the Parent Company/subsidiaries and the company accounted for using the equity method are eliminated to the extent of the Group’s interest in the associate, unless the unrealised loss provides evidence of an impairment. The following table shows the number of subsidiaries by method of consolidation and measurement. Subsidiaries 31 Dec 2009 31 Dec 2008 Consolidated on a line-by-line basis Consolidated using proportionate consolidation Consolidated using the equity method 16 1 8 16 1 10 Total companies 25 27 The following transactions took place during 2009: • on 26 January Poste Italiane SpA’s Board of Directors approved the merger of the Poste Contact Consortium, 70% owned by Poste Italiane SpA, 15% owned by Postecom SpA and 15% by Postel SpA4, with and into Poste Link Scrl, with effect for tax and accounting purposes from 1 January 2010. On 8 March 2010, following registration of the merger, completed on 24 February 2010, the consortium was cancelled from the Companies’ Register; • Chronopost International Italia SpA (in liquidation), formerly a subsidiary of SDA Express Courier SpA, was cancelled from the Companies’ Register on 28 May 2009; • on 30 July the Poste Welfare consortium, formerly 51% owned by the Poste Contact consortium, was put into liquidation. Application for the consortium’s cancellation from the Companies’ Register was filed on 23 December 2009 and this was done on 18 January 2010; • the shareholder agreements previously entered into by the owners of Uptime SpA, in which SDA Express Courier SpA has a 20% interest, expired on 22 December, meaning that the company no longer qualifies as a joint venture, but that the Group continues to exert significant influence; • on 22 December the Board of Directors of SDA Express Courier SpA approved a capital increase via Poste Italiane SpA’s contribution of all the shares held in the subsidiary, Poste Italiane Trasporti SpA; • on 23 December an extraordinary general meeting of Poste Assicura, a wholly owned subsidiary of Poste Vita SpA, approved a capital increase of 4,900 thousand euros and a further contribution of 1 million euros to top up its “provision for start-up costs” for the purpose of converting the company into a Non-life Company. The newly issued shares were fully subscribed by the company’s sole shareholder. A list of subsidiaries consolidated on a line-by-line basis and key information is supplied in note 45.1. Summary information about investments in associates accounted for using the equity method is provided in notes 8.3 and 45.3. 4. On 8 October 2009 a general meeting of the Poste Contact consortium’s shareholders approved Postel SpA’s admission as a member of the consortium. Following this, Postel SpA acquired a 15% interest in the consortium and Postecom SpA reduced its interest from 30% to 15%. Poste Italiane | Annual Report Notes to the consolidated financial statements 111 2.3 - SUMMARY OF SIGNIFICANT ACCOUNTING STANDARDS AND POLICIES Gruppo Poste Italiane’s consolidated financial statements have been prepared on a historical cost basis, with the exception of certain items that must be measured at fair value. The significant accounting standards and policies are described below. Property, plant and equipment Property, plant and equipment is stated at cost, less accumulated depreciation and any accumulated impairment losses. The cost includes any directly attributable costs of making the asset ready for its intended use, and the cost of dismantling and removing the asset to be incurred as a result of legal obligations requiring the asset to be restored to its original condition. Borrowing costs incurred for the acquisition or construction of property, plant and equipment are recognised as an expense in the period in which they are incurred (with the exception of borrowings costs directly attributable to the acquisition or construction of a qualifying asset, in which case the borrowings costs are capitalised as part of the cost of that asset). The costs incurred for routine and/or cyclical maintenance and repairs are recognised directly in the income statement in the year in which they are incurred. The capitalisation of costs attributable to the extension, modernisation or improvement of assets owned by the Group or held under lease is carried out to the extent that they qualify for separate classification as an asset or as a component of an asset, applying the component approach, which states that each component with a different useful life and value is recognised separately. The original cost is depreciated on a straight-line basis from the date the asset is available and ready for use, with reference to the asset’s expected useful life. The useful life and residual value of property, plant and equipment are reviewed annually and adjusted, where necessary, at the end of each year. Land is not depreciated. When a depreciable asset consists of separately identifiable components, with useful lives that are significantly different from those of the other components of the asset, each component is depreciated separately, in application of the component approach, over a period that does not, however, exceed the life of the principal asset. The Group has estimated the following useful lives for the various categories of property, plant and equipment: Category Buildings Structural improvements to own assets Plant Electronic stations Light constructions Equipment Furniture and fittings Electrical and electronic office equipment Motor vehicles Automobiles Leasehold improvements Other assets No. of years 25 - 33 20 3 - 10 6 10 5-8 5-8 3 - 10 4 - 10 4 estimated lease term (*) 3 - 10 (*) Or the useful life of the improvement if shorter than the estimated lease term. Property assets and the related fixed plant and machinery located on land held under concession or sub-concession, which is to be handed over free of charge to the grantor at the end of the concession term, are accounted for, on the basis of the type of asset, in property, plant and equipment and depreciated on a straight-line basis over the shorter of the useful life of the asset and the residual concession term. Gains and losses deriving from the disposal or retirement of an asset are determined as the difference between the disposal proceeds and the net carrying amount of the asset retired or sold, and are recognised in the income statement in the year the transaction takes place. Consolidated financial statements 112 Investment property Investment property regards land or buildings held to earn rentals or for capital appreciation or both, thus producing cash flows that are largely separate from other assets. The same accounting standards and policies are applied to investment property as those applied to property, plant and equipment. Intangible assets An intangible asset is an identifiable non-monetary asset without physical substance, which is controlled by the Group and from which future economic benefits are expected to flow to it. Intangible assets are recognised at cost, including any directly attributable costs of making the asset ready for its intended use, less accumulated amortisation, where applicable, and any accumulated impairment losses. Borrowing costs incurred for the development of intangible assets are recognised as an expense in the period in which they are incurred (with the exception of borrowings costs directly attributable to the development of a qualifying asset, in which case the borrowings costs are capitalised as part of the cost of that asset). Amortisation is applied from the date the asset is ready for use and is provided systematically on the basis of the remaining useful life of the asset, or its estimated useful life. Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the identifiable assets and liabilities of the acquired entity at the date of acquisition. Goodwill attributable to investments accounted for using the equity method is included in the carrying amount of the investment itself. Goodwill is not amortised on a systematic basis, but is tested periodically for impairment. This test is performed with reference to the cash generating unit to which the goodwill is attributable. An impairment loss is recognised in the income statement at the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use, represented by the present value of the future cash flows expected to be derived from the cash generating unit and from its disposal at the end of its useful life. Value in use is determined on the basis of the method described below in “Impairment of assets”. Impairment losses are not reversed if the circumstances that resulted in the charge no longer exist. When the impairment resulting from the test is higher than the carrying amount of the goodwill attributed to the cash generating unit, the residual amount is attributed to the assets included in the cash generating unit in proportion to their carrying amount. The minimum attributable amount is the higher of: • the related fair value of the asset less costs to sell; • the related value in use, as defined above. Industrial patents, intellectual property rights, licences and similar rights The costs of acquiring industrial patents, intellectual property rights, licences and similar rights are capitalised. Amortisation is applied on a straight-line basis, in order to allocate the purchase cost over the shorter of the expected use life and the related contract term from the date the right may be exercised. Software Costs associated with developing or maintaining software programmes are recognised in the income statement in the period in which they are incurred. Costs that are directly associated with the production of identifiable and unique software products controlled by the Group, and that will generate economic benefits beyond one year, are recognised as intangible assets. Identifiable and measurable direct costs include the cost of staff involved in software development and an appropriate portion of the relevant overheads. Amortisation is calculated on the basis of the estimated useful life of the software, which is as a rule three years. Software specially developed for use in the provision of mobile telecommunications services is amortised over a period of seven years. Poste Italiane | Annual Report Notes to the consolidated financial statements 113 Leased assets Assets held under finance leases, where the risks and rewards of ownership are substantially transferred to the lessee, are recognised at fair value or, if lower, at the present value of the minimum lease payments. The corresponding liability, represented by the capital element of future lease payments, is recognised as a financial liability. Depreciation is calculated on a straight-line basis, based on the useful lives of the various categories of asset, estimated applying the same procedures previously described for property, plant and equipment and intangible assets. Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases are recognised in the income statement on a straight-line basis over the lease term. Impairment of assets At the end of each reporting period, the Group reviews the value of its property, plant, equipment and intangible assets with finite lives to assess whether there is any indication that an asset may be impaired. If any indication exists, the Group estimates the recoverable amount of the asset in order to determine the impairment loss to be recognised in the income statement. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use, represented by the present value of the future cash flows expected to be derived from the asset. In calculating value in use, future cash flow estimates are discounted using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the business. The realisable value of assets that do not generate separate cash flows is determined with reference to the cash generating unit to which the asset belongs. An impairment loss is recognised for the amount by which the carrying amount of the asset, or the cash generating unit to which it belongs, exceeds its recoverable amount. When an impairment no longer exists, the carrying amount of the asset is reinstated and the reversal recognised in the income statement. The reversal must not exceed the carrying amount that would have been determined had no impairment loss been recognised and had depreciation or amortisation been charged. Financial instruments Financial instruments include financial assets and liabilities that are classified on initial recognition, based on the business purpose for which they were acquired. Purchases and sales of financial instruments are recognised in each category on the transaction date, representing the date on which the Group commits to purchase or sell the asset, or, in the case of the insurance business and BancoPosta’s operations, at the settlement date5. In BancoPosta’s case, this almost always coincides with the transaction date. Changes in fair value between the transaction date and the settlement date are, in any event, recognised in the consolidated financial statements. Financial assets On initial recognition, financial assets are classified in one of the following four categories and accounted for as follows: • Financial assets at fair value through profit or loss This category includes: (a) financial assets held for trading, (b) those that qualify for designation at fair value through profit or loss on initial recognition, and (c) derivative instruments, with the exception of the effective portion of those designated as cash flow hedges. Financial assets in this category are accounted for at fair value and changes during the period of ownership are recognised in profit or loss. Financial instruments in this category are classified as short-term if they are “held for trading” or if they are expected to be realised within twelve months of the end of the reporting period. Derivative instruments are treated as assets and liabilities depending on whether the fair value is positive or negative. 5. This is possible for transactions carried out on organised markets (the so-called “regular way”). Consolidated financial statements 114 Fair value gains and losses on outstanding transactions with the same counterparty are offset, where contractually permitted. • Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, and primarily regard amounts due from customers, including trade receivables. They are included in current assets, except for maturities greater than twelve months after the end of the reporting period, which are classified as non-current assets. These assets are carried at amortised cost6 using the effective interest method. If there is objective evidence of an impairment, a provision for impairment is established on the basis of the present value of estimated future cash flows. The resulting impairment loss is recognised in the income statement. When an impairment no longer exists, the carrying amount of the asset is reinstated on the basis of the value that would have resulted from application of the amortised cost method. The estimation procedure adopted in determining provisions for doubtful debts primarily reflects the identification and measurement of elements resulting in specific reductions in the value of individually significant assets. Financial assets with similar risk profiles are subsequently measured collectively, taking account, among other things, of the age of the receivable, the nature of the counterparty, past experience of losses and collections on similar positions and information on the related markets. • Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and maturities that the Group has a positive intention and ability to hold to maturity. These assets are carried at amortised cost using the effective interest method, adjusted to reflect any impairment loss. The same policies as described in relation to loans and receivables are applied if there is an impairment. • Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial instruments that are either designated in this category or not attributable to any of the other categories described above. These financial instruments are recognised at fair value and any resulting fair value gains or losses are recognised in an Equity reserve. This reserve is only reclassified to profit or loss when the financial asset is effectively disposed of (or extinguished) or, in the event of accumulated losses, when there is evidence that the impairment recognised in Equity cannot be recovered. Solely in the case of debt securities, if the fair value subsequently increases as the objective result of an event that took place after the impairment loss was recognised in the income statement, the value of the financial instrument is reinstated and the reversal recognised in the income statement. Moreover, the recognition of returns on debt securities under the amortised cost method takes place through profit or loss, as do the effects of movements in exchange rates, whilst movements in exchange rates relating to available-for-sale equity instruments are recognised in a specific Equity reserve. The classification of an asset as current or non-current depends on the strategic choice regarding how long to hold the asset and its effective negotiability. As a result, financial instruments expected to be realised within twelve months of the end of the reporting period are classified as current assets. Financial assets are derecognised when the Group no longer has the right to receive cash flows from the investment and it has substantially transferred all the related risks and rewards and control. Financial liabilities Financial liabilities, including borrowings, trade payables and other payment obligations, are carried at amortised cost using the effective interest method. If there is a change in the expected cash flows and they can be reliably estimated, the value 6. The amortised cost of a financial asset or liability means the amount recognised initially, less principal repayments and plus or minus accumulated amortisation, using the effective interest method, of the difference between the initial amount and the maturity amount, after reductions for impairment and insolvency. The effective interest rate is the rate that exactly discounts contractual (or expected) future cash payments or receipts over the expected life of the asset or liability to its initial carrying amount. Calculation of amortised cost must also include external costs and income directly attributable to the asset or liability on initial recognition. Poste Italiane | Annual Report Notes to the consolidated financial statements 115 of borrowings is recalculated to reflect the change on the basis of the present value of estimated future cash flows and the internal rate of return initially applied. Financial liabilities are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period. Financial liabilities linked to investment contracts issued by the subsidiary, Poste Vita SpA, are accounted for at fair value through profit or loss. Financial liabilities are derecognised on settlement and when the Group has substantially transferred all the related risks and rewards. Derivative financial instruments Derivatives are initially recognised at fair value on the date the derivative contract is executed and if they do not qualify for hedge accounting. Gains and losses arising from changes in fair value after initial recognition are accounted for as finance income or finance costs in the income statement for the period. If, on the other hand, derivative financial instruments qualify for hedge accounting, gains and losses arising from changes in fair value after initial recognition are accounted for in accordance with the specific policies described below. The Group documents the relationship between each hedging instrument and the hedged item, as well as its risk management objective, the strategy for undertaking the hedge transaction and the methods used to assess effectiveness. Assessment of whether the hedging derivative is effective takes place both at inception of the hedge and on an ongoing basis. • Fair value hedges Both changes in the value of fair value hedges and changes in the value of the hedged item are recognised in profit or loss when the hedge regards recognised assets or liabilities or an unrecognised firm commitment 7. When the hedging transaction is not fully effective, resulting in differences between the above changes, the ineffective portion represents a loss or gain recognised separately in other components of comprehensive income for the period. • Cash flow hedges The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges8 after initial recognition are recognised in a specific Equity reserve (Cash flow hedge reserve). A hedging transaction is generally considered highly effective if, both at inception of the hedge and on an ongoing basis, changes in the expected future cash flows of the hedged item are substantially offset by changes in the fair value of the hedging instrument. Amounts accumulated in Equity are reclassified to profit or loss in the periods when the hedged item will affect profit or loss. In the case of hedges associated with a highly probable forecast transaction (such as, the forward purchase of fixed income debt securities), the reserve is reclassified to profit or loss in the period or in the periods in which the asset or liability, subsequently accounted for and connected to the above transaction, will affect profit or loss (as, for example, an adjustment to the return on the security). If the hedging transaction is not fully effective, the gain or loss arising from a change in fair value relating to the ineffective portion is recognised in profit or loss for the period. If, during the life of the derivative, the forecast hedged transaction is no longer expected to occur, the related gains and losses accumulated in the Cash flow hedge reserve are immediately taken to profit or loss for the period. On the other hand, when a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, the related gains and losses accumulated in the cash flow hedge reserve at that time remain in Equity and are recognised in profit or loss at the same time as the original underlying transaction. 7. Fair value hedge: a hedge of the exposure to a change in fair value of a recognised asset or liability or of an unrecognised firm commitment attributable to a particular risk, and that could have an impact profit or loss. 8. A hedge of the exposure to the variability of cash flows attributable to a particular risk associated with an asset or liability or with a highly probable forecast transaction, and that could have an impact on profit or loss. Consolidated financial statements 116 Estimating the fair value of financial instruments The fair value of financial instruments traded in active markets is based on quoted market prices (bid prices) at the end of the reporting period. The fair value of financial instruments that are not traded on an active market is based on prices quoted by external dealers and on valuation techniques primarily based on objective financial variables, as well as by taking account, where possible, of prices in recent transactions and quoted market prices for substantially similar instruments. Income tax expense The charge for current income tax expense (both IRES, or corporation tax, and IRAP, or regional business tax) is based on the best estimate of taxable profit for the period and the related regulations, applying the rates in force. Deferred tax assets and liabilities are calculated on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts, using tax rates that are expected to apply when the related deferred tax assets are realised or the deferred tax liabilities are settled. Deferred tax assets and liabilities are not recognised if the temporary differences derive from investments in subsidiaries, where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Moreover, under IAS 12, deferred tax liabilities are not recognised on goodwill deriving from a business combination. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Current and deferred taxes are recognised in the income statement, with the exception of taxes charged or credited directly to Equity. In this case the tax effect is recognised directly in the specific item in Equity. With regard to the recent changes to the law governing the calculation of direct taxation, should the treatment adopted by the Company at the date of preparation of these consolidated financial statements not correspond to the tax authorities’ subsequent official interpretations of the Ministerial Decree of 1 April 2009, which implemented the 2008 Budget Law, it may be necessary to apply reclassifications to current and deferred taxes. Current and deferred tax assets and liabilities are offset when they are applied by the same tax authority to the same taxpaying entity, which has the legally exercisable right to offset the amounts recognised, and when the entity intends to exercise this right. As a result, even if accounted for in liabilities, tax liabilities accruing in interim periods that are shorter than the tax year are not offset against the matching assets deriving from withholding tax or advances paid. The Group’s tax expense and its accounting treatment reflect that effects deriving from the fact that Poste Italiane SpA has adopted a tax consolidation arrangement, which it has elected to apply in accordance with the related law together with the following subsidiaries: Europa Gestioni Immobiliari SpA, PosteMobile SpA, Poste Vita SpA and SDA Express Courier SpA. The tax consolidation arrangement is governed by Group regulations based on the principles of neutrality and equality of treatment, which are intended to ensure that the companies included in the tax consolidation are in no way penalised as a result. Consolidated tax expense is determined on the basis of the tax expense or tax losses for the period for each company included in the consolidation, taking account of any withholding tax or advances paid. Other taxes not related to income are included in Other operating costs. Poste Italiane | Annual Report Notes to the consolidated financial statements 117 Inventories Inventories are valued at the lower of cost and net realisable value. The cost of fungible assets and goods for resale is calculated using the weighted average cost formula. The above cost is adjusted, if necessary, by provisions for obsolete or slow moving stock. When the circumstances that previously led to recognition of the above provisions no longer exist, or when there is a clear indication of an increase in the net realisable value, the provisions are fully or partly reversed, so that the new carrying amount is the lower of cost and net realisable value at the end of the reporting period. In the case of non-fungible assets, such as properties held for sale, cost is represented by the fair value of each asset at the date of acquisition, plus any directly attributable transaction costs, whilst the net realisable value is based on the estimated sale price under normal market conditions, less direct costs to sell. Long-term contract work is measured using the percentage of completion method, using cost to cost accounting 9. Cash and cash equivalents Cash and cash equivalents refer to cash in hand, deposits held at call with banks, amounts that at 31 December 2009 the Parent Company has temporarily deposited with the MEF and other highly liquid short-term investments with original maturities of ninety days or less. Current account overdrafts are accounted for in current liabilities. Non-current assets held for sale This category refers to non-current assets or assets included in disposal groups where the carrying amount is to be recovered primarily through a sale transaction rather than through continued use. Assets held for sale are accounted for at the lower of the net carrying amount and fair value less costs to sell. When a depreciable asset is reclassified in this category, the depreciation process is halted at the date of the reclassification. Equity Share capital The Share capital is represented by the Parent Company’s subscribed and paid-up capital. Incremental costs directly attributable to the issue of new shares are recognised as a reduction of the Share capital, net of any deferred tax effect. Reserves These regard capital or revenue reserves established for a specific purpose. They include, among others, the Parent Company’s Legal reserve, the Fair value reserve, relating to items recognised at fair value through Equity, and the Cash flow hedge reserve, deriving from recognition of the effective portion of hedging instruments outstanding at the end of the reporting period. 9. This method is based on the ratio of costs incurred as of a given date divided by the estimated total project cost. The resulting percentage is then applied to estimated total revenue, obtaining the value to be attributed to the contract work completed and accrued revenue at the given date. Consolidated financial statements 118 Retained earnings This item includes the portion of profit for the period and for previous periods that was neither distributed nor taken to reserves or used to cover losses, and actuarial gains and losses deriving from the calculation of the liability for staff termination benefits. This item also includes transfers from other equity reserves, when they have been released from the restrictions to which they were subject. Insurance contracts Insurance contracts are classified and measured as insurance contracts or investment contracts, based on their prevalent features. Contracts issued by the Group’s insurance company primarily regard life assurance. The company began marketing accident and medical insurance during 2007. The Group applies the following basis for classification and measurement of these contracts: Insurance contracts Insurance products include Branch I and V life assurance policies, in addition to index-linked policies that qualify as insurance contracts. These products are accounted for as follows: • earned premiums are recognised as income and classified in revenues; they include annual or single premiums accruing during the period and deriving from insurance contracts outstanding at the end of the reporting period, less the value of lapsed policies; • technical provisions are made in respect of earned premiums to cover obligations to policyholders; the provisions are calculated on an analytical basis for each contract using the prospective method, based on actuarial assumptions appropriate to cover all outstanding obligations. Changes in technical provisions and the cost of claims are recognised as expenses in a specific item in the income statement. Contracts for separately managed accounts with discretionary participation features Contracts for separately managed accounts with discretionary participation features10 are accounted for as follows: • premiums, changes in technical provisions and the cost of claims are recognised in the same way as the insurance contracts described above; • portions of unrealised gains and losses attributable to policyholders are attributed to them and recognised in technical provisions, under the shadow accounting method. Investment contracts not linked to separately managed accounts Investment contracts not linked to separately managed accounts, and which include a portion of index-linked contracts, are accounted for under IAS 39, as follows: • technical provisions are accounted for as financial liabilities and stated at fair value, whilst the related financial instruments are accounted for in assets; • premiums and changes in technical provisions are not recognised in income, with only revenue components, represented by front-end loads and fees, and cost components, represented by commissions and other charges, recognised in the income statement. In more detail, IAS 18 and 39 require that revenues and costs attributable to the contracts in question be allocated over the contract term, based on the service supplied. 10. A contractual right of investors to receive returns on the assets under management. Poste Italiane | Annual Report Notes to the consolidated financial statements 119 Provisions for liabilities and charges Provisions for liabilities and charges represent provisions for liabilities or losses that are either likely or certain to be incurred, but that are uncertain as to the amount or as to the date on which they will arise. Provisions for liabilities and charges are made when the Group has a present (legal or constructive) obligation as a result of a past event, and it is more likely than not that an outflow of resources will be required to settle the obligation. Provisions are measured on the basis of management’s best estimate of the expenditure required to settle the obligation. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the type of liability concerned. Liabilities that may only possibly give rise to an outflow of resources are reported in a specific section of the notes on contingent assets and liabilities and no provisions are made. Employee benefits Post-employment benefits are of two types: defined contribution plans and defined benefit plans. Under defined contribution plans the contributions paid by the Group are recognised in the income statement when incurred, based on the related face value. Under defined benefit plans, given that the benefit to be paid can only be quantified after the termination of employment, the related impact on the income statement and statement of financial position is recognised on the basis of actuarial calculations, in accordance with IAS 19. Post-employment benefits: defined benefit plans Defined benefit plans, which include staff termination benefits payable to employees pursuant to article 2120 of the Italian Civil Code, break down into two categories: • For all companies with at least 50 employees, covered by the reform of supplementary pension provision, from 1 January 2007 vesting staff termination benefits must be paid into a supplementary pension fund or into a Treasury Fund set up by INPS. A company’s liabilities deriving from defined benefit plans thus only regard provisions made up to 31 December 2006 11; • in the case of companies with less than 50 employees, to which the reform of supplementary pension provision does not apply, vested staff termination benefits continue to represent an accumulated liability for the company. The liability represents the present value of the defined benefit obligation at the end of the reporting period, calculated using the projected unit credit method to take account of the time that will pass before effective payment of the benefits. Calculation of the liability recognised in the financial statements is carried out by independent actuaries. The calculation takes account of vested termination benefits for the period of service to date and is based on actuarial assumptions. These primarily regard the use of interest rates, reflecting market yields on government securities with terms to maturity approximating to the terms of the related obligation, and staff turnover. In the case of companies with at least 50 employees, given that the company is not liable for staff termination benefits accruing after 31 December 2006, the actuarial calculation of staff termination benefits no longer takes account of future rises in salary. Actuarial gains and losses are recognised at the end of each reporting period, based on the difference between the carrying amount of the liability and the present value of the Group’s obligations at the end of the period, due to changes in the above actuarial assumptions. These gains and losses are recognised directly in Equity. 11. Where, following entry into effect of the new legislation, the employee has not exercised any option regarding the investment of vested staff termination benefits, the Group has remained liable to pay the benefits until 30 June 2007, or until the date, between 1 January 2007 and 30 June 2007, on which the employee exercised a specific option. Where no option was exercised, from 1 July 2007 vested staff termination benefits have been paid into a supplementary pension fund. Consolidated financial statements 120 Termination benefits and incentive schemes: defined contribution plans Termination benefits are recognised in liabilities when a Group company is demonstrably committed to terminating the employment of an employee or group of employees before the normal retirement date, and to providing termination benefits to the employee or group of employees as a result of an offer made to encourage voluntary redundancy. The above benefits are recognised immediately in Staff costs as they are not capable of generating future economic benefits for the Group. Foreign currency translation Foreign currency transactions are translated into the presentation currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at closing exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Revenue recognition Revenue is recognised at the fair value of the consideration received, net of rebates and discounts, and in accordance with the accruals basis of accounting. Revenue from the rendering of services is recognised when it can be reliably measured on the basis of the stage of completion of the transaction. Revenue from activities carried out in favour of or on behalf of the state is recognised on the basis of the amount effectively accrued, with reference to the laws and agreements in force, and in relation to amounts allocated in government budgets. Remuneration of deposits with the MEF of funds deriving from current account deposits are recognised on a time proportion basis, using the effective interest method. This income is classified in Revenues from ordinary activities. The same classification is applied to income from euro area government securities, in which deposits paid into BancoPosta current accounts by private customers are invested. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have been transferred to the buyer. Government grants Government grants are recognised on a time proportion basis in direct correlation with the costs incurred, once they have been formally allocated to the Group by the public entity concerned. Grants related to income are recognised in the income statement as other operating income or as a direct adjustment of the cost item to which they refer. Any grants related to assets, regarding property, plant and equipment, are accounted for as deferred income. Deferred income is recognised in the income statement on a straight-line basis with reference to the useful life of the asset to which the grant received is directly attributable. Finance income and costs Finance income and costs are recognised on a time-proportion basis, using the effective interest method. Dividends Dividends are recognised when the right to receive payment is established, which generally corresponds with approval of the distribution by the General Meeting of shareholders of the investee company. Poste Italiane | Annual Report Notes to the consolidated financial statements 121 Earnings per share Basic Basic earnings per share is calculated by dividing the profit attributable to shareholders of the Parent Company by the weighted average number of ordinary shares in issue during the year. Diluted At the date of preparation of these financial statements no financial instruments have been issued that might potentially have dilutive effects12. Related parties Related parties within the Group refer to Poste Italiane SpA’s direct and indirect subsidiaries and associates. Related parties external to the Group regard the parent, the MEF, the shareholder, Cassa Depositi e Prestiti SpA, entities controlled by the MEF, and the Group’s key management personnel. The State and other public sector entities, other than the MEF and the entities it controls, are not classified as related parties. Related party transactions do not include those deriving from financial assets and liabilities represented by instruments traded on organised markets. New accounting standards and interpretations applied from 1 January 2009 • Revised IAS 1 – Presentation of Financial Statements On 17 December 2008 EC Regulation 1274 adopted the new version of IAS 1, on the basis of which all items of income and expense recognised in a period must be included either in one statement (the statement of comprehensive income) or in two statements (a separate income statement and a statement of comprehensive income). Gruppo Poste Italiane has opted to present the results for the period by including all items of income and expense generated by non-owner transactions in two statements: the separate income statement and the statement of comprehensive income. • IFRS 8 – Operating segments that replaces IAS 14 – Segment Reporting On 21 November 2007 EC Regulation 1358 adopted IFRS 8, which establishes new criteria for segment reporting. The information supplied for each segment must reflect the method by which management uses balance sheet and income statement elements to assess the segments’ performance and allocate resources to them. As in previous years, information on operating segments is prepared on the basis of the Accounting Unbundling that Poste Italiane SpA is required to carry out at the end of each reporting period in accordance with the law (Legislative Decree 261/99 and Legislative Decree 144/01). In addition, as part of the planned improvements to the accounting and organisational unbundling process for BancoPosta, the methods used by management to assess the performance of Poste Italiane SpA may be added to. • IFRIC 13 – Customer Loyalty Programmes On 16 December 2008 EC Regulation 1262 adopted IFRIC interpretation 13, which is applicable to entities that grant award credits as part of a customer loyalty programme, with a view to providing customers with incentives to buy their goods and services. The new interpretation requires entities to account for award credits as a separately identifiable component of the sale transaction(s) in which they are granted. The effects deriving from application of the new interpretation have thus been determined retrospectively, as required by IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors, and the comparative information restated. Due to the fact that the value attributed to the award credits determined on the basis of the new interpretation (based on fair value) is no different from the provisions made by the Parent Company in previous years, application of IFRIC 13 has not resulted in adjustments to 12. Diluted earnings per share is calculated by taking into account of the dilutive effect of all the instruments potentially convertible into ordinary shares issued by the Parent Company. The calculation is based on the ratio of profit attributable to the Parent Company, adjusted to take account of any costs or income deriving from the conversion, net of any tax effect, and the weighted average number of shares outstanding, assuming conversion of all dilutive potential ordinary shares. Consolidated financial statements 122 retained earnings. For comparative purposes, the effects of the new interpretation thus consist in a reclassification of the following components of the statement of financial position and income statement: GRUPPO POSTE ITALIANE FIGURES Item Provisions for liabilities and charges (current portion) Carrying amount Reclassification GranPremio Mondo BancoPosta Restated amount Other current payables and liabilities Carrying amount Reclassification GranPremio Mondo BancoPosta Restated amount Item Revenues Carrying amount Reclassification of fair value of GranPremio Mondo BancoPosta points granted Reclassification of fair value of GranPremio Mondo BancoPosta points redeemed Restated amount Cost of goods and services Carrying amount Supply of GranPremio Mondo BancoPosta prizes Restated amount Other operating costs Carrying amount Adjustment to provisions for GranPremio Mondo BancoPosta Restated amount 31 Dec 2008 01/01/2008 829,180 (6,444) 822,736 523,813 (6,788) 517,025 1,596,875 6,444 1,603,319 1,590,440 6,788 1,597,228 2008 10,371,381 (1,933) 2,277 10,371,725 2,586,719 2,277 2,588,996 386,151 (1,933) 384,218 • Amendment to IFRS 7 – Financial Instruments: Disclosures On 27 November 2009 EC Regulation 1165 adopted the Amended IFRS 7, which requires additional disclosures regarding financial instruments recognised at fair value. Above all, the amended standard requires that financial instruments recognised at fair value be classified with reference to a hierarchy of levels, based on the significance of the input used to determine fair value. This classification is shown in note 3.14. Other accounting standards and interpretations applicable from 1 January 2009 The following accounting standards, amendments and interpretations are applicable from 1 January 2009, but their adoption has not resulted in any change to the presentation or measurement of items in Poste Italiane SpA’s financial statements: • Revised IAS 23 - Borrowing costs, adopted by EU Regulation 1260 of 10 December 2008; • Amendment to IFRS 2 – Share-based Payment: Vesting Conditions and Cancellations, adopted by EU Regulation 1261 of 16 December 2008; Poste Italiane | Annual Report Notes to the consolidated financial statements 123 • Amendments to IAS 32 – Financial Instruments: Presentation and IAS 1 - Presentation of Financial Statements, adopted by EU Regulation 53 of 21 January 2009; • Amendments to IFRS 1 – First-time Adoption of International Financial Reporting Standards and IAS 27 – Consolidated and Separate Financial Statements – cost of investments in subsidiaries, jointly controlled entities and associates, adopted by EU Regulation 69 of 23 January 2009; • Amendments to IFRS 4 – Insurance Contracts, adopted by EC Regulation 1165 of 27 November 2009; • Amendments to IFRIC 9 – Reassessment of Embedded Derivatives and IAS 39 – Financial Instruments: Recognition and Measurement, adopted by EC Regulation 1171 of 30 November 2009. Finally, EU Regulation 70, published on 23 January 2009, has adopted various improvements to International Financial Reporting Standards, most of which adopted from 1 January 2009, with the exception of certain amendments to IFRS 5 – Non-current assets held for sale and discontinued operations, and amendments to IFRS 1 – First-time Adoption of International Financial Reporting Standards, both applicable from 1 January 2010. New accounting standards and interpretations not yet effective The following accounting standards, amendments and interpretations are effective from 1 January 2010: • IFRIC 12 – Service Concession Arrangements, adopted by EC Regulation 254 of 25 March 2009; • IAS 27 – Consolidated and Separate Financial Statements, adopted by EC Regulation 494 of 3 June 2009; • IFRS 3 – Business Combinations, adopted by EC Regulation 495 of 3 June 2009; • IFRIC 16 – Hedges of a Net Investment in a Foreign Operation, adopted by EC Regulation 460 of 4 June 2009; • IFRIC 15 – Agreements for the Construction of Real Estate, adopted by EC Regulation 636 of 22 July 2009; • Amendment to IAS 39 – Exposures Qualifying for Hedge Accounting, and Change to IAS 39 – Financial Instruments: Recognition and Measurement, adopted by EC Regulation 839 of 15 September 2009; • IFRIC 17 – Distribution of Non-cash Assets to Owners, adopted by EC Regulation 1142 of 26 November 2009; • IFRIC 18 – Transfers of Assets from Customers, adopted by EC Regulation 1164 of 27 November 2009. The following amendments are effective from 1 January 2011: • Amendments to IAS 32 – Financial Instruments: Presentation, adopted by EU Regulation 1293 of 23 December 2009. At the date of approval of these consolidated financial statements, the IASB has issued the following accounting standards and amendments, which have yet to be endorsed by the European Union: • improvements to International Financial Reporting Standards, issued on 16 April 2009; • changes to IFRS 2 - Share-based Payment, issued on 18 June 2009; • changes to IFRS 1 - First-time Adoption of International Financial Reporting Standards, issued on 23 July 2009 and 29 January 2010; • revised version of IAS 24 – Related Party Disclosures, issued on 4 November 2009. Finally, the IFRIC has also issued the following interpretations, which have yet to be endorsed by the European Union: • employee benefits (Amendment to IFRIC 14); • hedges of financial liabilities (IFRIC 19). The potential impact on Poste Italiane SpA’s financial reporting of the accounting standards, amendments and interpretations due to come into effect is currently being examined and assessed. Consolidated financial statements 124 2.4 - USE OF ESTIMATES Preparation of the consolidated financial statements requires management to apply accounting standards and methods that are at times based on complex judgements and estimates, linked to historical experience, and assumptions that are considered reasonable and realistic under the related circumstances. Use of these estimates and assumptions influences the amounts reported in the financial statements, with reference to the statement of financial position, the separate income statement, the statement of comprehensive income and the statement of cash flows, as well as the notes. The actual amounts of items for which the above estimates and assumptions have been applied may diverge from those reported in previous financial statements, due to uncertainties regarding assumptions and the conditions on which estimates are based. The estimates and assumptions are periodically reviewed and the impact of any changes reflected in the financial statements for the period in which the estimated is revised, if the revision only influences the current period, or also in future periods if the revision influences the current and future periods. This section provides a description of accounting treatments that, more than others, require the use of subjective estimates and for which a change in the conditions underlying the assumptions used could have a material impact on the Group’s consolidated financial statements. Revenue and receivables due from the State Revenue from activities carried out in favour of or on behalf of the State and Public Sector entities is recognised on the basis of the amount effectively accrued, with reference to the laws and agreements in force, taking account, in any event, of the instructions contained in legislation regarding the public finances. Whilst awaiting renewal of agreements with INPS and the tax authorities, which expired in 2007, in 2009 Poste Italiane SpA contained to provide the related delegated services as normal. In these cases, revenue recognition is based on the tariffs established in the previous agreements and which it is reasonable to expect will be confirmed. These tariffs represent the lowest potential tariff, estimated on the basis of the state of negotiations with the entity concerned. At 31 December 2009, receivables due to the Parent Company from the MEF and the Cabinet Office amount to over 2 billion euros. This amount consists of: • receivables of over 840 million euros in the form of Universal Service Obligation (USO) subsidies. Of this amount, approximately 460 million euros refers to remaining amounts due for the years from 2006 to 2008, for which provision has been made in the government’s budget. Completion of the process of formalising the addendum to the Contratto di Programma (Planning Agreement) for 2006-2008, the draft of which was approved by the Interministerial Committee for Economic Planning on 18 December 2008, will enable collection of all but 36 million euros. Collection of this amount will be possible following formalisation of the Contratto di Programma (Planning Agreement) for the three-year period 20092011. This also applies to amounts due for 2009, totalling more than 370 million euros, including approximately 50 million euros for which provision has not been made in the government’s budget. Finally, receivables of around 10 million euros have been subject to cuts in public spending introduced by the 2007 and 2008 Budget Laws. Impairment losses have been recognised on these receivables; • receivables of over 800 million euros in the form of publisher tariff subsidies. Of this amount, over 440 million euros, receivable for services rendered and regularly billed by Poste Italiane SpA in the years from 2007 to 2009, has not been provided for in the Cabinet Office budget. Payment of the remaining subsidies for the years from 2001 to 2007, amounting to approximately 360 million euros, is due in instalments in accordance with a specific Cabinet Office Decree and collection is to take place on a straight-line basis between 2010 and 2016; • further receivables of 360 million euros due from the MEF in relation to delegated services, payment of interest on the Parent Company’s mandatory deposits with the Ministry and electoral subsidies. Of the latter item, provision has not been made in the government’s budget for receivables totalling approximately 110 million euros. Of the total amount receivable, with a face value of over 2 billion euros, the collection of approximately 716 million euros will take place in instalments or has been suspended, whilst, in the case of approximately 610 million euros, either no Poste Italiane | Annual Report Notes to the consolidated financial statements 125 provision has been made or there is no legislation establishing the procedures for payment of Poste Italiane SpA. The increase in these receivables over time means that Poste Italiane SpA has to finance growing amounts of working capital, with a negative impact cash flow management and the related returns. Given that it is not currently possible to forecast when and how the receivables will be paid by the various Public Sector entities, without prejudice to the Parent Company’s full entitlement and related rights, provisions for doubtful debts due from the parent, the MEF, at 31 December 2009 reflect the best estimate based on the circumstances and the financial impact of the above situation. In the past, changes to the relevant legislation have been introduced after the end of the reporting period, resulting in changes to estimates and influencing the income statement. The above circumstances mean that management cannot exclude the possibility that, as a result of future legislation or the negotiations currently underway, the operating results for the financial years after 2009 will reflect changes to the estimates in question. Provisions The Group makes provisions for potential liabilities deriving from disputes with staff, suppliers, third parties and, in general, for liabilities deriving from present obligations. Among other things, these provisions cover the liabilities that could result from legal action relating to the form of fixedterm contract applied by Poste Italiane SpA in previous years. In this regard, in March 2010 Parliament approved detailed and wide-ranging employment legislation. One of the provisions introduces strict time limits for claims regarding specific areas (dismissal, transfers and fixed-term contracts), whilst also imposing a cap on the compensation due to an employee in the event of "court-imposed conversion" of a fixed-term contract. Once this legislation comes into force it should help in establishing a clearer framework of reference in this complex area, which has significantly impacted the Group’s operations and results in recent years. Implementation of the new legislation will be closely followed, partly in order to adjust the basis for the estimation of the related potential liabilities to be recognised in the financial statements. Moreover, in the course of this dispute, the plaintiffs have at times attempted to seize the Parent Company’s liquidity, and an estimate of the liabilities linked to this factor is included in the calculation of the related provisions. Determination of the provisions involves the use of estimates based on current knowledge of factors that may change over time, potentially resulting in outcomes that may be significantly different from those taken into account when preparing the consolidated financial statements. Goodwill and measurement of assets that have indefinite useful lives In measuring the value of these assets, the current economic and financial crisis, which has resulted in highly volatile markets and great uncertainty with regard to economic projections, it is difficult to produce forecasts that can, without any uncertainty, be defined as reliable. Goodwill and Consolidation differences Goodwill and Consolidation differences are tested annually to assess whether or not they have suffered any impairment to be recognised in profit or loss. Above all, the test involves the allocation of goodwill to the various cash generating units and the subsequent measurement of the related fair value. If the resulting fair value is lower than the carrying amount of the cash generating unit, it is necessary to reduce the value of goodwill allocated to the unit. The allocation of goodwill to cash generating units and the measurement of their fair value involves the use of estimates based on factors that may change over time, with resulting effects, of a potentially significant nature, on the measurements performed. The impairment tests required by the related accounting standards have been conducted. The tests carried out at 31 December 2009 were based on three-year plans, covering the period 2010-2012, for the relevant cash generating units (Group companies or their subsidiaries). The figures for the last year of the plan were used to project cash flows for subsequent years over an indefinite time horizon. The Discounted Cash Flow (DCF) method was then applied to the resulting amounts. In calculating value in use, NOPLAT (Net operating profit less adjusted taxes) was capitalised using an appropriate growth rate and discounted using the related WACC (Weighted average cost of capital). A growth rate of 2% Consolidated financial statements 126 was used in the tests carried out at 31 December 2009. However, in view of the exceptional operating environment, which makes it very difficult to make medium/long-term projections regarding macroeconomic and market conditions, the tests also prudently took account of a possible deterioration in the parameters used in the preparing the long-term plans for Group companies operating in the Postal Services segment. This involved making provisions accounted for in Other provisions liabilities and charges. The suitability of the provisions made will be assessed on an ongoing basis. Measurement of assets that have indefinite useful lives Non-current assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Testing for the above indicators requires the use of subjective judgements based on the information available within the Group and in the market, and on historical experience. Moreover, when an impairment is recognised the Group calculates the entity of the impairment using appropriate measurement techniques. The correct identification of events or changes in circumstances indicating an impairment, and the estimates used in their calculation, are linked to factors that may change over time, with a resulting impact on the measurements and estimates performed. The current economic and financial crisis, which has resulted in highly volatile markets and great uncertainty with regard to economic projections, makes it is difficult to produce forecasts that can, without any uncertainty, be defined as reliable. At 31 December 2009 the fair value of the Parent Company’s operating properties was significantly higher than their carrying amount. In determining the net carrying amount of operating Land and Buildings, the Company also took account of any indications that these assets may be impaired. In this regard, and with particular reference to properties used as post offices and Sorting Centres, Poste Italiane SpA’s Universal Service Obligation was taken into account. The process thus took account of the inseparability of the cash flows generated by the large number of properties that provide this service, which the Company is required to operate throughout the country regardless of the expected profitability of each location. The unique nature of the operating processes involved and the substantial overlap between postal and financial activities within the same outlets, represented by post offices, were also taken into consideration. On this basis, the value in use of the Parent Company’s operating Land and Buildings is relatively unaffected by changes in the commercial value of the properties concerned and, under particularly critical market conditions, certain properties may have values that are significantly higher than their mere commercial value, without this having any negative impact on the Company’s cash flows or overall earnings. Depreciation and amortisation of property, plant and equipment and intangible assets The cost of these assets is depreciated or amortised on a straight-line basis over the estimated useful life of the asset. The useful life is determined at the time of purchase and based on historical experience of similar investments, market conditions and expectations regarding future events that may have an impact, including new technologies. The effective useful life may, therefore, differ from the estimated useful life. The Group periodically assesses changes in technology and in the industry, in dismantling costs and in the recoverable amount of assets in order to update their residual useful lives. This periodic update may lead to changes in the depreciation or amortisation period and thus in charges for depreciation or amortisation in the current and in future years. In the case of assets located on land held under concession or sub-concession, on expiry of the concession term, or whilst awaiting confirmation of renewal, any additional depreciation of assets to be handed over free of charge at the end of the concession term is calculated on the basis of the probable residual duration of the right to use the assets to provide public services, estimated on the basis of the framework agreements entered into with the Public Sector, the status of negotiations with the grantors and past experience. Deferred tax assets Accounting for deferred tax assets is based on expectations of taxable income in future years. Assessments of expected taxable income to be used in order to account for deferred taxes depend on factors that may change over time, with a significant impact on the measurement of this statement of financial position item. Poste Italiane | Annual Report Notes to the consolidated financial statements 127 Provisions for doubtful debts Provisions for doubtful debts reflect estimated losses on receivables, taking into account, in the case of specific items receivable from Public Sector entities, of legislation restricting public spending. Provisions for expected losses reflect the estimated credit risk associated with historical experience of similar receivables, an analysis of past due items (both current and historical), losses and collections, and monitoring of the current and future economic conditions in the related markets. Fair value of unquoted financial instruments The fair value of financial instruments that are not traded on an active market is based on prices quoted by external dealers, or on internal valuation techniques that result in an estimate of what the transaction price would have been on the measurement date in an arm’s length exchange motivated by normal business considerations. The Group uses valuation models based primarily on financial variables taken from the market, taking account, where possible, of prices in recent transactions and quoted market prices for substantially similar instruments, and of any related credit risk. Technical provisions for insurance business The measurement of technical provisions for the insurance business is based on the conclusions reached by internal actuaries employed by Poste Vita SpA, which are regularly verified by independent external actuaries. Liability Adequacy tests (LATs) are periodically conducted to verify the adequacy of the provisions. These tests measure the ability of future cash flows from the insurance contracts to cover liabilities towards the policyholder. If necessary, technical provisions are topped up and the related charge expensed in the income statement. Staff termination benefits Calculation of staff termination benefits is carried out by independent actuaries. The calculation takes account of vested termination benefits for the period of service to date and is based on actuarial assumptions of both a demographic and economic and financial nature. These assumptions, which are based on the Group’s experience and relevant best practices, are subject to periodic reviews. 3 - RISK MANAGEMENT Definition and optimisation of Gruppo Poste Italiane’s financial structure, over both the short and medium/long term, and management of the related cash flows is the responsibility of the Parent Company’s Finance department, acting in accordance with the general guidelines established by governance bodies. Management of the Group’s financial assets and liabilities and of the associated risks is primarily attributable to the operations of the Parent Company and the insurance subsidiary, Poste Vita SpA. Poste Italiane SpA With regard to the Parent Company, financial transactions primarily regard BancoPosta’s operations as governed by Presidential Decree 144/2001. In particular, these transactions regard management of the liquidity deposited in postal current accounts, carried out under the Company’s own name but subject to restrictions on the investment of such liquidity in compliance with the applicable legislation, and the management of collections and payments in the name and on behalf of third parties, as well as the funding of assets and the investment of its own liquidity. In compliance with the 2007 Budget Law, from that year Poste Italiane SpA has been required to invest the funds raised as a result of postal current account deposits made by BancoPosta’s private customers in euro area government securities, whilst the postal current account deposits of Public Sector customers have continued to be deposited with the MEF. In Consolidated financial statements 128 2009 BancoPosta was engaged in reinvesting the funds deriving from maturing government securities. This was done by taking account of the maturity profile of deposits, in accordance with an amortisation schedule approved by the Board of Directors on the basis of a statistical/econometric model, developed by a leading consulting firm, that reflects the interest rates and maturities typical of postal current accounts. This model is updated continually 13. This profile forms the basis of the Company’s investment policy, given that certain gaps may emerge as a result of the need to reconcile risk exposure with the need to earn returns linked to the market interest rate curve. The Group’s own liquidity is managed in accordance with investment guidelines approved by the Board of Directors, which require the Parent Company to invest in instruments such as government securities, high-quality corporate or bank bonds and term bank deposits. Liquidity is also deposited in postal current accounts, with the resulting deposits subject to the same requirements as apply to the investment of deposits by private current account holders (note 16.7). Poste Vita SpA The financial instruments held by the insurance company, Poste Vita SpA, primarily regard investments designed to cover its contractual obligations to policyholders who have taken out classic with profit life policies and index-linked and unit-linked policies. Other investments in financial instruments regard investment of the insurance Company’s free capital. Traditional life policies, classified under Branch I, include products whose benefits are revaluated in keeping with the return generated through the management of separate pools of financial assets, which enjoy a certain autonomy, though only in accounting terms, from the rest of the Company’s assets (so-called separate portfolio management). On these products, the Company provides a minimum rate of return payable upon maturity of the policy. It follows that the impact of financial risk on investment performance can be absorbed in full or in part by the insurance provisions. In particular, this absorption depends on the level and structure of the minimum guaranteed returns and the profitsharing mechanisms of the “separate portfolio” for the policyholder. The Company determines the sustainability of minimum returns through periodic analyses conducted with the aid of an internal financial-actuarial model which simulates, for each separate portfolio, the change in value of the financial assets and the expected returns under a “central scenario” (based on current financial and commercial assumptions) and under stress and other scenarios based on different sets of assumptions. Index- and unit-linked products, classified under Branch III, include policies where premiums collected are invested in structured bonds or in mutual fund shares. For this type of product issued prior to the introduction of ISVAP Regulation 32 of 11 June 2009, the Company does not guarantee capital or a minimum return, and the associated financial risks are thus borne entirely by the policyholder. For policies issued after introduction of the above regulation, however, the Company only assumes liability for the risk of insolvency of the issuer of the securities in which the premiums are invested. The Company monitors constantly changes in the risk profile of the individual products, with special emphasis on the issuer’s solvency risk. Financial risk management Within this context, balanced financial management and monitoring of the main risk/return profiles is carried out by organisational structures operating separately and independently. In addition, specific processes are in place governing the assumption, management and control of financial risks, including via the progressive introduction of appropriate information systems. From an organisational viewpoint, the model consists of: • a Finance Committee, which oversees Poste Italiane SpA’s financial strategy, based on indicators referring to internal planning and the external economic/financial cycle. The Committee meets at least on a quarterly basis and is a specialist body that advises on the analysis and identification of investment and disinvestment opportunities; 13. In this regard, it is envisaged that in future the postal current account deposits of Public Sector customers will also have to be invested in euro area government securities. This reflects the European Commission’s decision of 16 July 2008 relating to the level of interest rates paid to the Parent Company (pursuant to art. 1, paragraph 31 of Law 266 of 23 December 2005, the 2006 Budget Law) on amounts held on deposit with the MEF. Poste Italiane | Annual Report Notes to the consolidated financial statements 129 • a Risk Measurement and Control function carried out by appropriate functions established within the Parent Company and the subsidiaries that provide financial and insurance services (BancoPosta Fondi SGR SpA and Poste Vita SpA), and that operates on the basis of the organisational separation of risk assessment from risk management activities. The results of these activities are examined by the relevant advisory committees, which are responsible for carrying out an integrated assessment of the main risk profiles. The outcomes of these assessments are then examined by a Financial Risk Committee set up by the Parent Company. The risk environment is defined on the basis of the framework established by IFRS 7, which distinguishes between four main types of risk (a non-exhaustive classification): • market risk; • credit risk; • liquidity risk; • cash flow interest rate risk. Market risk regards: • price risk: this is the risk that the value of a financial instrument fluctuates as a result of market price movements, including both movements deriving from factors specific to the individual instrument or the issuer, and factors that influence all instruments traded on the market; • foreign exchange risk: this is the risk that the value of a financial instrument fluctuates as a result of movements in exchange rates for currencies other than the presentation currency; • fair value interest rate risk: this is the risk that the value of a financial instrument fluctuates as a result of movements in market interest rates. In constructing the Risk Model adopted in order to monitor credit, liquidity and cash flow interest rate risks, the Group has also taken account of the authoritative regulatory yardstick provided by the Bank of Italy’s prudential supervisory standards, despite the fact that the Parent Company is not required to apply such standards. MARKET RISK Price risk This type of risk regards financial assets that the Group has classified as “Held for trading” or “Available-for-sale”. The following sensitivity analysis relates to the principal positions potentially exposed to fluctuations in value, excluding certain minor items not traded on an active market. The amounts accounted for in the financial statements at 31 December 2008 and 31 December 2009 were subjected to a stress test, based on historical volatility during the years in question, which was held to be representative of potential market movements. The principal financial assets subject to price risk and the results of the analysis are shown in the following table. Consolidated financial statements 130 3.1 - Market risk – Price Date of reference of the analysis 2008 effects Available-for-sale financial assets Equity instruments Other investments Financial instruments at FV through profit or loss Equity instruments Structured bonds Other investments Derivative financial instruments At FV through profit or loss Position 1,284,495 36,711 1,247,784 10,621,695 9,976,781 644,914 - Change in value +Vol -Vol 186,459 22,380 164,079 Effect on liabilities towards policyholders +Vol -Vol Pre-tax profit +Vol -Vol Equity reserves +Vol -Vol (186,459) (22,380) (164,079) 164,415 1,044 163,371 (164,415) (1,044) (163,371) - - 1,115,705 (1,115,705) 1,074,064 (1,074,064) 41,641 (41,641) 1,110,770 1,069,176 41,594 (1,110,770) (1,069,176) (41,594) 4,935 4,888 47 (4,935) (4,888) (47) - - - - - - - - 1,275,185 (1,275,185) 4,935 (4,935) 22,044 (22,044) 16,150 (16,150) 15,563 (15,563) 587 (587) - - Changes at 31 December 2008 11,906,190 2009 effects Available-for-sale financial assets Equity instruments Other investments 1,648,523 65,274 1,583,249 102,720 17,217 85,503 (102,720) (17,217) (85,503) 86,570 1,654 84,916 (86,570) (1,654) (84,916) - - Financial instruments at FV through profit or loss Equity instruments Structured bonds Other investments 9,371,422 8,769,793 601,629 574,539 544,288 30,251 (574,539) (544,288) (30,251) 566,109 535,973 30,136 (566,109) (535,973) (30,136) 8,430 8,315 115 (8,430) (8,315) (115) - - 30,020 8,076 (8,076) 8,076 (8,076) - - - - 34,880 (4,860) 9,383 (1,307) (9,383) 1,307 9,383 (1,307) (9,383) 1,307 - - - - 11,049,965 685,335 (685,335) 660,755 (660,755) 8,430 (8,430) Derivative financial instruments At FV through profit or loss At FV through profit or loss (liabilities) Changes at 31 December 2009 1,302,164 (1,302,164) 22,044 (22,044) 21,336 (21,336) 708 (708) 16,150 (16,150) Available-for-sale financial assets These assets refer primarily to equity instruments, reflecting investments made by the Parent Company, and the position of Poste Vita SpA in Other investments, including mainly shares in equity funds. Equity instruments include the Parent Company’s holdings of 350,628 Class B shares in MasterCard Incorporated (350,628 shares at 31 December 2008) with a fair value of 60,808 thousand euros, and 11,144 Class C shares in Visa Incorporated (11,144 shares at 31 December 2008), totalling 662 thousand euros. A further 3,804 thousand euros regards equity instruments in which Poste Vita SpA has invested separately managed Branch I accounts. During the second half of 2009 150,000 Mastercard Incorporated shares were sold forward, with settlement on 30 April 2010. At 31 December 2009, therefore, the risk position regarding Mastercard shares was calculated with reference to 200,628 shares with a fair value of 34,794 thousand euros. Finally, during January and February 2010 further forward sales of Mastercard shares were concluded (note 9.6). As a result, the volatility indicated in the table represents a prudential measurement. The Mastercard and VISA shares are not publicly traded in a regulated market but may be converted into an equal number of Class A shares, which are listed on the New York Stock Exchange, when the periods provided for by both issuers’ articles of association expire. For the purposes of the sensitivity analysis, the shares held have been priced as the Class A shares, minus an adequate discount, and their volatility associated with that shown by these shares on the NYSE. Poste Italiane | Annual Report Notes to the consolidated financial statements 131 Other investments consist of Poste Vita SpA’s investments in mutual funds, amounting to 1,579,979 thousand euros (1,245,146 thousand euros at 31 December 2008), to cover obligations to policyholders within the context of separately managed accounts (Branch I). Other investments also include mutual fund shares held by the Parent Company, totalling 3,271 thousand euros (2,638 thousand euros at 31 December 2008), as a result of the temporary investment of liquidity. As a result of the analysis, any deterioration in the value of the instruments held by Poste Vita SpA does not have an impact on the minimum guaranteed return paid to policyholders and, in accordance with the shadow accounting approach, are reflected in insurance liabilities. Financial instruments at fair value through profit or loss These instruments include investments by Poste Vita SpA (note 9.5), used nearly entirely to cover Branch III index- and unit-linked policies, whose risks, subject to the provisions of the above ISVAP Regulation 32/2009, are borne by policyholders. These include structured bonds and investments in equity funds. The residual effects on the income statement shown in the above table were originated by marginal investments made by the Company with its free capital. Derivative financial instruments The asset balances regard warrants to cover obligations associated with the “Alba” product. The liability balances regard forward purchases of warrants to cover obligations associated with the Branch III policies denominated “Terra” in the process of being distributed at 31 December 2009 (note 9.6). Foreign exchange risk Sensitivity analysis of the items subject to foreign exchange risk was based on the most significant positions, assuming a stress scenario determined by the levels of exchange rate volatility applicable to each foreign currency position held to be material. It was decided to apply an exchange rate movement based on volatility during the year, which was held to be representative of potential market movements. The results of the analysis are shown below. Trade Receivables/Payables due from and to Overseas Correspondents The most significant net position (approximately 98% of the reported foreign exchange exposure) is that denominated in SDRs (Special Drawing Rights), a synthetic currency determined by the weighted average of the exchange rates of four major currencies (Euro, US dollar, British pound, Japanese yen) used worldwide to settle commercial positions among Postal Operators. At 31 December 2009 this position amounted to 2,182 thousand euros (4,111 thousand euros at 31 December 2008). 3.2 - Market risk – SDRs Date of reference of the analysis 2008 effects Current assets in SDRs Current liabilities in SDRs Exposure to forex movements at 31 December 2008 2009 effects Current assets in SDRs Current liabilities in SDRs Exposure to forex movements at 31 December 2009 Change in value +Vol -Vol Pre-tax profit +Vol -Vol Equity reserves +Vol -Vol Position in SDRs/000 Position in €000 260 days 260 days 260 days 260 days 73,033 (69,318) 80,829 (76,718) 5,757 (5,464) (5,757) 5,464 5,757 (5,464) (5,757) 5,464 - - 3,715 4,111 293 (293) 293 (293) - - 71,672 (73,677) 77,995 (80,177) 5,839 (6,002) (5,839) 6,002 5,839 (6,002) (5,839) 6,002 - - (2,005) (2,182) (163) 163 (163) 163 - - 260 days 260 days At 31 December 2009, the net position in US dollars amounts to 20 thousand euros (20 thousand euros at 31 December 2008), a negligible sum for the purposes of this analysis. Consolidated financial statements 132 Financial assets At 31 December 2009 this item primarily reflects equity instruments held by the Parent Company (note 3.1) and Posta Vita SpA’s investments in bonds, both denominated in US dollars. 3.3 - Market risk – US dollar Date of reference of the analysis Effect on liabilities towards policyholders +Vol -Vol Pre-tax profit +Vol -Vol Equity reserves +Vol -Vol Position in USD000 Position in €000 260 days 260 days 260 days 260 days 260 days 260 days 48,242 47,884 358 34,664 34,407 257 - - - - 4,915 4,915 - (4,915) (4,915) - 2008 effects Available-for-sale financial assets Equity instruments Fixed income instruments Financial instruments at FV through profit or loss Fixed income instruments1 738,822 530,877 (6,332) 6,332 - - - - 738,822 530,877 (6,332) 6,332 - - - - Exposure to forex movements at 31 December 2008 787,064 565,541 (6,332) 6,332 - - 4,915 (4,915) 61,912 61,470 442 - - - - 4,306 4,306 - (4,306) (4,306) - 1,698 1,698 2 2 (2) (2) - - - - 63,610 2 (2) - - 4,306 (4,306) 2009 effects Available-for-sale financial assets 89,190 Equity instruments 88,553 Fixed income instruments 637 Financial instruments at FV through profit or loss 2,446 Fixed income instruments 2,446 Exposure to forex movements at 31 December 2009 91,636 1. At 31 December 2008 the foreign currency position of 739,2 million US dollars hedged against exchange rate fluctuations through the use of derivatives recognised at fair value through profit or loss. This hedge is the synthetic result of forward sales and purchases for 896,2 million US dollars and 95,3 million US dollars, respectively, amounting to a net notional amount of 800,9 million US dollars. This resulted in a net exposure to exchange rate fluctuations of 61,7 million US dollars. The 2009 effects on the value of the equity instruments held by the Parent Company (note 3.1) are only measured on the basis of the portfolio that at 31 December 2009 was not subject to forward sales and whose fair value is 35,456 thousand euros (51,078 thousand US dollars). The foreign exchange risk on the equity instruments sold forward has been hedged via the forward sale of a corresponding amount in US dollars (note 9.6). The volatility indicated in the table represents, in any event, a prudential measurement in view of the foreign exchange hedges on the forward sales of Mastercard shares executed in January and February 2010. At 31 December 2009 Poste Vita SpA’s position in fixed income instruments, related to its obligations associated with Branch I policies, amounted to 3.1 million US dollars, of which 2.4 million US dollars are classified as financial instruments at fair value through profit or loss. This position is almost entirely hedged against exchange rate fluctuations through forward sales of 3.1 million US dollars, the fair value of which is recognised in profit or loss. Fair value interest rate risk Concerning the effects of changes in interest rates on the price of fixed income and fixed rate securities held by the Parent Company, mainly in relation to Bancoposta’s activities, and by Poste Vita SpA, the following interest rate sensitivity analysis was based on changes in fair value following a parallel shift in the forward yield curve (+/- 100 bps). Poste Italiane | Annual Report Notes to the consolidated financial statements 133 3.4 - Market risk – interest rate on fair value Effect on liabilities towards policyholders Equity reserves Pre-tax profit Date of reference of the analysis Notional Fair value +100bps -100bps +100bps -100bps +100bps -100bps 2008 effects Assets attributable to BancoPosta Available-for-sale financial assets1 Derivative financial instruments2 13,588,950 12,630,200 13,044,233 12,993,663 - - - - (566,332) 602,610 (566,332) 602,610 958,750 50,570 - - - - - Available-for-sale financial assets Fixed income instruments Other investments 15,500,778 15,500,778 - 16,012,859 16,012,859 - (658,568) (658,568) - 713,362 713,362 - - - Financial instruments at FV through profit or loss Fixed income instruments 93,992 93,992 84,589 84,589 (827) (827) 857 857 - - - Exposure to interest rate movements at 31 December 2008 29,183,720 29,141,681 (659,395) 714,219 - - (588,766) 626,943 2009 effects Assets attributable to BancoPosta Available-for-sale financial assets3 Derivative financial instruments 14,670,700 14,092,700 578,000 15,108,809 15,067,840 40,969 - - - - (732,385) 794,709 (687,053) 745,103 (45,332) 49,606 Available-for-sale financial assets Fixed income instruments Other investments 22,557,039 22,557,039 - 23,428,558 23,428,558 - (1,149,630) 1,266,293 (1,149,630) 1,266,293 - - - (17,699) 18,980 (17,699) 18,980 - 953,384 953,384 771,229 771,229 (48,792) (48,792) 48,850 48,850 - - - - Derivative financial instruments FV through profit or loss FV through profit or loss (liabilities) 2,124,547 71,684 2,052,863 (7,547) 61 (7,608) 80,678 (1,508) 82,186 (80,678) 1,508 (82,186) - - - - Exposure to interest rate movements at 31 December 2009 40,305,670 39,301,049 (1,117,744) 1,234,465 - - (750,084) 813,689 Financial instruments at FV through profit or loss Fixed income instruments - (22,434) 24,333 (22,434) 24,333 - 1. At 31 December 2008 held-for-trading financial assets with a nominal value of 1,150,000 thousand euros (fair value through profit or loss) were not considered, as these are not subject to the risk in question as they were hedged through forward sales with settlement in January 2009. 2. The forward purchases indicated were not subject to sensitivity analysis at 31 December 2008 as they were extinguished, following changes in market conditions, in early 2009, recognising the discontinuation of the related cash flow hedges. 3. At 31 December 2009 held-for-trading financial assets with a nominal value of 100,000 thousand euros (fair value through profit or loss) were not considered, as these are not subject to the risk in question as they were hedged through forward sales with settlement in January 2010. Assets attributable to BancoPosta Bancoposta’s investment securities (note 16.3) were nearly equally split between Held-to-maturity (HTM) and Available-forsale (AFS). While a change in fair value does not have an impact in terms of financial position or operating performance for HTM financial assets, which are initially recognised at fair value and subsequently are reported at amortised cost, it does have an effect in terms of financial position for AFS financial assets, which are recognised at fair value with any change accounted for in equity, making it necessary to monitor constantly the unrealised gains and losses. The sensitivity analysis shown concerns AFS financial assets. Consolidated financial statements 134 This item included fixed income government securities (ordinary BTPs) with a nominal value of 11,474,000 thousand euros, and positions in inflation-linked BTPs (BTP€i) with a nominal value of 2,618,700 thousand euros. The BTP€i, which carry floating rates indexed to European inflation, have been swapped for fixed rate bonds so as to hedge cash flows against interest rate risk (cash flow hedges). As a result of the re-investment of maturing securities, which saw the Company take advantage of the returns offered by the peculiar nature of the interest rate curve, during 2009 the term to maturity of AFS investments rose by approximately 7 percentage points (at 31 December 2008 the term to maturity of the securities portfolio was 4.30). This has increased the sensitivity of the fair value of the portfolio to interest rate risk, albeit to no significant extent. At 31 December 2009, this form of interest rate risk also influenced the fair value of forward purchases of securities attributable to BancoPosta and having a notional value of 578,000 thousand euros (note 16.4). These derivative financial instruments were settled in early 2010 and the related sensitivity analysis, shown solely to ensure full disclosure, therefore represents a prudential measurement. Available-for-sale financial assets The fixed income instruments considered in this analysis had a fair value of 23,316,578 thousand euros, compared with a notional amount of 22,446,039 thousand euros (15,692,590 thousand euros and 15,189,278 thousand euros, respectively, at 31 December 2008), and consist of Poste Vita SpA’s fixed income investments, totalling 22,906,129 thousand euros (15,203,092 thousand euros at 31 December 2008), to cover its Branch I contractual obligations, and 410,449 thousand euros (489,498 thousand euros at 31 December 2008) related to the company’s free capital. This item included also investments by the Parent Company in short-term bank instruments with a notional value of 100,000 thousand euros (300,000 thousand euros at 31 December 2008). Financial instruments at fair value through profit or loss The fixed income instruments considered total 771,229 thousand euros. These consist entirely of Poste Vita SpA’s investments with a fair value of 727,241 thousand euros, relating to coupon stripped BTPs covering obligations associated with the new Branch III “Alba” insurance product, and with a fair value 43,988 thousand euros (84,589 thousand euros at 31 December 2008), relating to securities covering Branch I contractual obligations. Derivative financial instruments These instruments relate entirely to forward purchases of BTPs by Poste Vita SpA. Instruments with a positive fair value of 61 thousand euros regard securities covering Branch I contractual obligations. Instruments with a negative fair value of 7,608 thousand euros regard securities covering obligations associated with the new Branch III “Terra” insurance product in the process of being distributed at 31 December 2009. CREDIT RISK Credit risk regards the risk that a debtor might default on a payment or go into liquidation. This risk is managed as follows: • minimum rating requirements for issuers/counterparties, based on the type of instrument; • concentration limits per issuer/counterparty; • monitoring of changes in the ratings of counterparties. At 31 December 2009 the following positions are subject to this risk: Financial assets Below, for each category of financial instrument the relevant credit exposure is shown. The ratings reported in the table have been assigned by Moody’s. Poste Italiane | Annual Report Notes to the consolidated financial statements 135 3.5 - Credit risk - Financial assets Balance at 31 Dec 2009 Item Loans and receivables Loans Receivables From Aaa to Aa3 807,970 807,970 From A1 From Ba1 to to Baa3 not rated - Available-for-sale financial assets 24,452,153 1,543,605 Credit instruments Posta Vita Branch I 23,760,089 1,529,822 Credit instruments Posta Vita Branch III Credit instruments Posta Vita free capital Other instruments and deposits 470,677 221,387 13,783 - Financial instruments at FV through profit or loss 4,482,814 5,302,331 Credit instruments Posta Vita Branch I 265,652 230,240 Credit instruments Posta Vita Branch III 4,200,901 5,045,061 Credit instruments Posta Vita free capital 16,261 27,030 Other instruments and deposits Derivative financial instruments Cash flow hedges Fair value hedges Fair value through profit or loss Total 61 61 - 29,742,998 6,845,936 55,886 1,233 54,653 Balance at 31 Dec 2008 Total From Aaa to Aa3 863,856 1,233 862,623 960,304 960,304 124,696 26,120,454 122,695 25,412,606 1,000 1,001 485,460 222,388 250,780 10,035,925 40,299 536,191 177,382 9,423,344 33,099 76,390 35,029 17 35,012 35,090 17 35,073 466,391 37,055,325 From A1 From Ba1 to to Baa3 not rated 52,286 52,286 15,277,831 2,756,638 14,244,271 2,735,488 516,336 517,224 12,121 9,029 9,672,788 1,475,866 947,881 218,641 8,689,766 1,245,688 35,141 11,537 13,213 1,116 12,097 - 25,924,136 4,284,790 15,083 1,237 13,846 Total 1,027,673 1,237 1,026,436 175,817 18,210,286 175,003 17,154,762 800 14 529,257 526,267 33,361 11,182,015 33,361 1,199,883 - 9,935,454 46,678 156 24 132 13,369 1,140 12,229 224,417 30,433,343 In 2009, the ongoing world financial crisis continued to entail a significant review of credit ratings by the main agencies, with a substantial number of downgrades, even though the period witnessed a progressive reduction in credit spreads, partly following the alignment of investors’ expectations with the fundamental indicators of the solvency of debtors. The Group’s position was also affected by the changed picture, as its exposure features a lower average rating for its counterparties than in the past, even though these counterparties continue to rank among the most creditworthy. Receivables (note 9.2) primarily regard the Parent Company’s claims on the parent, the MEF, amounting to 769,500 thousand euros (905,548 thousand euros at 31 December 2008), and on the counterparties involved in asset swap transactions (with collateral provided by a specific Credit Support Annex 14), totalling 55,660 thousand euros, in the form of guarantee deposits established during the year under review (of these 38,470 thousand euros in favour of counterparties with investment grade ratings). This item also includes receivables of 23,482 thousand euros, representing advances made in relation to the subscription of shares in private equity funds, where the investment has yet to be completed, and receivables of 9,677 thousand euros, which were written down in 2008 by 8,777 thousand euros as due from a bank that had been declared bankrupt. 14. Under these contracts, counterparty risk is limited through periodic margining, whereby if the fair value of the derivative instrument exceeds a set value, the debtor must post adequate collateral with the creditor. At 31 December 2009 almost all counterparties for the Group’s derivatives have investment grade ratings. The sole exception is a counterparty that it is not rated by the agencies, for which a special purpose company in the same group with an investment grade rating has posted collateral with Poste Italiane SpA in the event of default or insolvency. Consolidated financial statements 136 Available-for-sale financial assets are described in note 9.3. In terms of credit risk, no account has been taken of equity instruments or equity funds, whose risk exposure was discussed in the analysis of price risk. Financial instruments at fair value through profit or loss are described in note 9.5. These included Poste Vita SpA’s investments in structured bonds of 8,769,793 thousand euros (9,976,781 thousand euros at 31 December 2008), which are subject to credit risk in connection with the crisis that characterized the financial markets. As these were financial instruments designed to cover Branch III insurance policies, any impairment of elements classified under this item translates into lower liabilities towards customers. However, reference should be made to the following section on Other risks – Reputational risk. This item also includes 727,241 thousand euros in coupon stripped BTPs described in note 3.4 above. Derivative instruments with a positive fair value are described in note 9.6 and amount to 34,941 thousand euros (13,369 thousand euros at 31 December 2008). Credit risk arising from derivative transactions is mitigated through rating and counterparty concentration limits. Exposure is monitored at current value, in accordance with the Bank of Italy’s prudential supervisory instructions. Assets attributable to BancoPosta The Parent Company’s operational characteristics, related in particular to BancoPosta’s investment activities, gave rise to a significant exposure toward the Italian State, involving essentially deposits with the MEF and the majority of holdings of Italian government securities (note 16.1). Overall, the type of credit risk involved may be defined via the grouping together of the various positions based on the quality of issuer or counterparty, as represented by the following ratings: • Italian Republic: A+ for S&P and Aa2 for Moody’s; • French Republic: AAA for S&P and Aaa for Moody’s; • German Republic: AAA for S&P and Aaa for Moody’s. The fair value of derivative financial instruments included in Assets attributable to BancoPosta amounts to 40,969 thousand euros and reflects forward purchases. At 31 December 2009 all counterparties for the Group’s derivatives have investment grade ratings. Non-current assets - Other assets 3.6 - Credit risk 31 Dec 2009 31 Dec 2008 Carrying amount Specific Impairment Carrying amount Specific Impairment Trade receivables due from Public Sector entities 254,315 - 281,169 - Trade receivables due from tax authorities 340,133 - 244,600 - Receivables due under fixed-term contracts settlement 233,796 (2,189) 154,214 (2,189) 6,073 - 5,476 - Item Guarantee deposits paid to suppliers Third-party deposits in Postal Savings Books registered in the name of Poste Italiane SpA 3,101 - 3,248 - Technical provisions for claims attributable to reinsurers 1,326 - 234 - Total of which past due Poste Italiane | Annual Report 838,744 - 688,941 - Notes to the consolidated financial statements 137 Current assets - Trade Receivables 3.7 - Credit risk 31 Dec 2009 31 Dec 2008 Carrying amount Specific impairments Carrying amount Specific impairments Private customers Due from parents Public Sector Cassa Depositi e Prestiti Overseas postal operators Due from subsidiaries, joint ventures and associates Prepayments to suppliers 996,283 1,124,197 905,694 918,045 224,078 9,595 60 (40,936) (77,230) (96,765) (20,556) - 910,513 903,515 770,179 734,825 243,708 10,799 133 (41,027) (54,019) (96,044) (20,556) - Total of which past due 4,177,952 411,719 Item 3,573,672 541,492 The nature of the Group’s customers, the structure of revenues and the method of collection mean that there is a limited risk of default on trade receivables. In this regard, reference should be made to the paragraph of note 2.4 dealing with Revenues and receivables due from the State. All receivables are subject to specific monitoring and reporting procedures to support credit collection activities. Other current receivables and assets 3.8 - Credit risk 31 Dec 2009 Item Carrying amount 31 Dec 2008 Specific impairments Carrying amount Specific impairments Prepaid taxes Receivables due from others Other amounts due from subsidiaries Accrued income and prepaid expenses 274,901 - 279,582 - 221,467 49 9,921 (128,408) - 240,455 73 10,504 (108,397) - Total of which past due 506,338 973 530,614 8,864 LIQUIDITY RISK Liquidity risk is the risk that an entity may have difficulties in raising sufficient funds, at market conditions, to meet its obligations deriving from financial instruments. Liquidity risk may regard the inability to sell financial assets quickly at an amount close to fair value or by the need to raise funds at unfair rates. Gruppo Poste Italiane applies a financial strategy that aims to minimise this type of risk as follows: • diversification of the various forms of short- and long-term borrowings and counterparties; • the availability of lines of credit in terms of amount and the number of banks; • the gradual and consistent distribution of the maturities of medium/long-term borrowings; • the adoption of analysis models designed to monitor the maturities of assets and liabilities. Consolidated financial statements 138 At 31 December 2009 liquidity risk regards the potential exposure deriving from obligations relating to the investment of deposits by current account customers and to the holders of Branch I insurance policies issued by Poste Vita SpA. In terms of the Parent Company, the liquidity risk associated with BancoPosta’s activities regards the investment of current account deposits in euro area government securities. The potential risk derives from a mismatch between the maturities of investments in securities and those of liabilities, represented by current accounts where the funds are available on demand, thus compromising the Company’s ability to meet its obligations to current account holders. This potential mismatch between assets and liabilities is monitored via the use of a maturity schedule resulting from a statistical approach, which has led to the creation of a model based on the performance of current account deposits according to an amortisation schedule that assumes the total withdrawal of deposits equally distributed over a period of ten years. Investment policies have been based on this model. This approach is also in line with the Bank of Italy’s prudential supervisory requirements. At 31 December 2009 the match between the maturities of investments in euro area government securities and the above ten-year profile for the repayment of liabilities has, however, reduced, even if not to a significant extent. This reflects investment activity, which, in order to take advantage of the returns offered by the peculiar nature of the interest rate curve during the year, has involved the purchase of securities with longer terms to maturity (around 1% of the total notional amount matures in 2023 and 2% in 2040). As a result, the average term to maturity of investments has risen from 4.28 at 31 December 2008 to 4.53 at 31 December 2009. The components of the financial statements most subject to liquidity risk at 31 December 2009 are described below. The amounts shown refer to the Group’s obligations at maturity (nominal value plus accrued interest). Liabilities attributable to BancoPosta In order to analyse liquidity risk at 31 December 2009, the timing of withdrawals from postal current accounts held by third parties (with a carrying amount of 39,469,143 thousand euros) was determined as follows: • in the case of private customers’ deposits, whose funds are invested in euro area government securities, on the basis of the amortisation schedule deriving from application of the statistical model developed in order to model the behaviour of current account holders; • in the case of Public Sector customers, by taking account of the fact that the Parent Company is required to deposit the resulting liquidity with the MEF, and that all changes in the amount due to current account holders is matched exactly in the balance of the amount deposited with the Ministry after a delay of one bank working day (three working days until 30 June 2009). For this reason both items have been classified as being available on demand. The following table shows liabilities increased by the expected cash flows generated by the related interest expense. Postal current accounts are net of the postal current accounts held by Group companies. 3.9 - Liquidity risk 31 Dec 2009 Item Within Between 1 12 months and 5 years Over 5 years 31 Dec 2008 Total Within Between 1 12 months and 5 years Over 5 years Total Cassa Depositi e Prestiti and the MEF for management of postal savings 70,766 Other payables 222,796 Derivative financial instruments 547,709 Postal current accounts 13,953,567 68,108 10,737,423 70,766 290,904 547,709 13,194,061 37,885,051 572,456 528,137 913,486 13,474,953 572,456 52,341 580,478 913,486 10,453,649 12,764,945 36,693,547 Total liabilities 10,805,531 13,194,061 38,794,430 15,489,032 10,505,990 12,764,945 38,759,967 14,794,838 At 31 December 2009 these liabilities are invested in the following types of financial instrument. Investments in fixed income instruments (a carrying amount of 28,458,973 thousand euros, as described in note 16.2) are shown on the basis of the expected cash flows, consisting of the redemption value of the securities and the coupon interest to be collected as it falls due. Poste Italiane | Annual Report Notes to the consolidated financial statements 139 3.10 - Liquidity risk 31 Dec 2009 Item Within Between 1 12 months and 5 years Amounts due from the MEF 31 Dec 2008 Over 5 years Total Within Between 1 12 months and 5 years Over 5 years Total 8,320,632 - - 8,320,632 6,336,538 - - 6,336,538 Poste Italiane SpA’s own liquidity held in postal current accounts (1,515,829) - - (1,515,829) (790,180) - - (790,180) - - 839,808 706,910 2,660,696 104,110 2,775,665 1,434,826 2,319,734 1,447,903 - - 2,775,665 1,434,826 2,319,734 1,447,903 Amounts due from the Italian Treasury Other receivables Cash and cash equivalents Derivative financial instruments Fixed income instruments (Capital + Interest) Total assets 839,808 706,910 2,660,696 104,110 3,289,121 14,220,634 17,136,087 34,645,842 3,279,431 13,631,728 15,239,390 32,150,549 14,405,448 14,220,634 17,136,087 45,762,169 16,803,917 13,631,728 15,239,390 45,675,035 The liquidity risk profile at 31 December 2009 is largely unchanged from the preceding year, featuring the same use characteristics. Whilst demand deposits from Public Sector entities were substantially stable, demand deposits from private customers are up, above all the retail component, which is typically more stable. Nevertheless, mindful that this might be also a consequence of the financial crisis, the Parent Company continues to closely monitor the deposit base. Technical provisions for insurance business In order to analyse its liquidity risk profile, Poste Vita SpA uses Asset-liability management (ALM) to effectively manage assets in relation to its obligations to policyholders, whilst also developing prospective analyses of the effects deriving from financial market shocks (asset dynamics) and of the behaviour of policyholders (liability dynamics). At 31 December 2009 liabilities attributable to Branch I policies have an average term to maturity of 8.75 years, compared with an average term to maturity of the matching assets of 4.19 years (approximately 6.5 and 3.9 years, respectively, at 31 December 2008). The financial instruments intended to cover the technical provisions for Branch III have maturities that match those of the liabilities. Financial liabilities Expected cash flows for financial liabilities accounted for at the end of the reporting period, broken down by maturity, are shown below. Repayments of principal at face value are increased by interest payments calculated on the basis of the interest rate curve applicable at 31 December 2009 and 31 December 2008. 3.11 - Financial liabilities 31 Dec 2009 Within 12 months Between 1 and 5 years Over 5 years Financial liabilities at fair value Borrowings Derivative financial instruments Current account balances of subsidiaries Other financial liabilities 300,408 1,792,604 1,690,799 1,715,405 3,342 1,351 2,083,241 Total 4,177,604 Item Consolidated financial statements 31 Dec 2008 Total Within 12 months Between 1 and 5 years Over 5 years Total 12,298 - 1,690,799 2,028,111 1,795,946 718,736 8,001 2,816,018 1,891,536 6,452 131,341 297,357 2,816,018 2,741,613 311,810 20,070 250,466 1,351 2,353,777 824 1,979,554 80,916 191,364 824 2,251,834 3,429,616 262,764 7,869,984 2,707,115 4,794,922 620,062 8,122,099 140 At 31 December 2009 the main changes in the structure of the Group’s debt with respect to 31 December 2008 regard repayment of the EIB loan of 400,000 thousand euros, maturing on 15 September 2009 (note 26.3), and redemptions of 1,291,815 thousand euros carried out by Poste Vita SpA following the conversion of a number of index-linked policies (note 26.1) described in the following section on Reputational risk. Current liabilities – Trade payables 3.12 - Liquidity risk 31 Dec 2009 31 Dec 2008 Within 12 months Between 1 and 5 years Over 5 years Suppliers Subsidiaries, joint ventures and associates Prepayments from customers Interest payable to current account holders 1,467,575 - 21,807 208,798 Total Item Total Within 12 months Between 1 and 5 years Over 5 years Total - 1,467,575 1,513,683 - - 1,513,683 - - 21,807 208,798 23,193 206,684 - - 23,193 206,684 91,720 - - 91,720 111,953 - - 111,953 1,789,900 - - 1,789,900 1,855,513 - - 1,855,513 CASH FLOW INTEREST RATE RISK This regards uncertainty over future cash flows following fluctuations in market interest rates. It may be caused by a mismatch – in terms of type of rate, indexation method and term to maturity – between financial assets and liabilities that tends to last until contractual and/or expected maturity (the banking book), and which, as such, generates an impact on the interest margin, which is thus reflected in the operating results for future periods. At 31 December 2008 and 31 December 2009, sensitivity to interest rate risk of the cash flow generated by the instruments concerned is summarized in the table below, and calculated to reflect changes resulting from a parallel shift in the forward yield curve (+/- 100 bps). Poste Italiane | Annual Report Notes to the consolidated financial statements 141 3.13 - Cash flow interest rate risk and hedging policy Date of reference of the analysis Nominal position Effect on liabilities towards policyholders +100bps -100bps Pre-tax profit +100bps -100bps Total equity Equity reserves +100bps -100bps +100bps -100bps 2008 effects Financial assets Fixed income (floating rate) securities Other investments 3,813,937 107,500 36,488 - (36,488) - 1,651 1,075 (1,651) (1,075) - - 1,651 (1,651) 1,075 (1,075) Assets attributable to Bancoposta Due from MEF 5,546,358 - - 55,464 (55,464) - - 55,464 (55,464) Cash and cash equivalents Bank and post office deposits 2,333,722 - - 23,337 (23,337) - - 23,337 (23,337) (650,000) - - (3,550) 3,550 (13,731) - - (137) 137 11,137,786 36,488 (36,488) 2009 effects Non-current financial assets Fixed income (floating rate) securities Other investments 3,228,077 107,500 31,209 - (31,209) - 1,072 1,075 (1,072) (1,075) - - 1,072 (1,072) 1,075 (1,075) Assets attributable to Bancoposta Due from MEF 6,804,803 - - 68,048 (68,048) - - 68,048 (68,048) Cash and cash equivalents Bank and post office deposits 2,025,790 - - 20,258 (20,258) - - 20,258 (20,258) (250,000) - - (2,500) 2,500 - - (2,500) 2,500 (10,144) - - (101) 101 - - (101) 101 Exposure to interest rate movements at 31 December 2009 11,906,026 31,209 (31,209) 87,852 (87,852) - - Financial liabilities Bank borrowings (1) Borrowings (postal current account overdrafts) 1,468 (1,481) - - (2,082) 2,069 (137) 137 Exposure to interest rate movements at 31 December 2008 Financial liabilities Bank borrowings Borrowings (postal current account overdrafts) (1) 77,840 (77,840) 1,468 (1,481) 79,308 (79,321) 87,852 (87,852) At 31 December 2008, the effects of the sensitivity analysis are shown net of the hedges in place. At this date, the Parent Company’s exposure to interest rate risk in respect of its financial liabilities was hedged by interest rate swaps with a notional value of 295 million euros. Financial assets – Fixed income instruments Cash flow interest rate risk concerns investments in floating rate financial instruments that, at 31 December 2008 and 31 December 2009, were recognised as Available-for-Sale and at Fair Value through profit or loss. Based on the analysis as of 31 December 2009, the effects of the risk in question on the cash flows related to the investments of the Branch I policies sold by Posta Vita were not such as to affect the minimum guaranteed return to policyholders and reflected entirely on the liabilities towards policyholders. In terms of consolidated income statement, the effects of this risk were related to the investment of Poste Vita SpA’s free capital and the Parent Company’s cash. The effects of the interest rate risk on the variable or indexed cash flows, designed to generate a return on the index- or Consolidated financial statements 142 unit-linked Branch III policies issued until the entry into effect of ISVAP Regulation 32/2009, are not illustrated in the above table. Considering the peculiar composition of such investments, consisting of structured bonds yielding returns linked closely to bond and equity markets, a sensitivity analysis based solely on changes in interest rates might determine unreliable or misleading results. In any case, any effect of changes in interest rates on cash flows is reflected in the Liabilities towards policyholders (technical provisions and financial liabilities recognised at fair value). Sensitivity to changes in interest rates thus generates a reputational risk that can affect the Company’s business, in connection with policyholders’ expectations, as described in note 3. Assets attributable to BancoPosta At 31 December 2009 this risk primarily relates to the investment of the funds deriving from the current account deposits of Public Sector entities, which must be deposited with the MEF. Since 1 January 2008, these investments earn interest at a floating rate, calculated on the basis of a basket of government securities and indexes, in accordance with the method provided for by the European Commission in its Decision of 16 July 2008 and set out in the related agreement between the MEF and Poste Italiane SpA, which was approved by Ministerial Decree of 7 April 2009. Although the amounts involved are lower, this risk also regards the liquidity deposited in a buffer account with the MEF, which earns interest in accordance with the treasury services agreement renewed on 18 June 2009. This is calculated as the average yield on auctions of Short-term Treasury Certificates (BOT) organised by the MEF during the relevant six-month period. Non-current financial liabilities - Borrowings – Bank borrowings These are described in note 26.3. BANKING BOOK INTEREST RATE RISK This is the risk, or the probability, that movements in interest rates will have a negative impact on an entity’s operating results and financial position. It may be caused by a mismatch – in terms of type of rate, indexation method and term to maturity – between financial assets and liabilities that tends to last until contractual and/or expected maturity (the banking book), and which, as such, generates an impact on the interest margin, which is thus reflected in the operating results for future periods. At 31 December 2009 most of the risk in question is linked to the investment of the funds deriving from the postal current account deposits of private customers in euro area government securities, as well as the liquidity held by Public Sector entities in current accounts with the Parent Company, which must be deposited with the MEF. Returns on the investment of these funds is related to general trends in interest rates, as the Parent Company takes a commercial approach to their management, and interest paid on these deposits is not index-linked: • investments in euro area government securities yield a return based on the interest rates prevailing at the time of purchase; BancoPosta’s Securities portfolio is currently invested in fixed income instruments, or floating rate instruments that yield fixed interest payments thanks to the asset swaps described above (note 3.4). For this reason, table 3.13 does not show evidence of any potential impact on this portfolio of the risk in question; • as noted elsewhere (note 3.13), the funds deposited with the MEF yield floating interest payments. Both types of investment are associated with an interest rate risk profile that is analysed and monitored with respect to the financial characteristics of the instruments and is managed through an adequate hedging policy (note 16.4). As a result, at 31 December 2009 forward purchases with a notional value of 578,000 thousand euros, maturing in 2010, are in place, in addition to asset swaps with a notional value of 2,618,700 thousand euros. Poste Italiane | Annual Report Notes to the consolidated financial statements 143 DETERMINATION OF FAIR VALUE The financial instruments recognised at fair value in these financial statements are classified below on the basis of a hierarchy reflecting the significance of the sources used in determining fair value. The fair value hierarchy comprises the following levels: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). 3.14 - Fair value hierarchy Description Level 1 31 Dec 2009 Level 2 Level 3 Total Financial assets 23,179,222 13,007,314 2,262,564 38,449,100 AFS financial assets 23,001,867 3,804 22,994,792 3,271 3,127,837 61,470 2,975,366 91,001 1,646,752 7,479 59,294 1,579,979 27,776,456 72,753 26,029,452 1,674,251 177,355 177,355 - 9,844,519 1,074,726 8,769,793 - 615,680 14,051 601,629 10,637,554 1,266,132 8,769,793 601,629 - 34,958 132 35,090 Assets attributable to BancoPosta 15,171,861 40,969 - 15,212,830 Investments in financial instruments AFS 15,171,861 15,067,840 - 15,171,861 104,021 - - 15,067,840 104,021 - 40,969 - 40,969 38,351,083 13,048,283 2,262,564 53,661,930 Financial liabilities Financial liabilities at fair value Derivative financial instruments - (1,705,888) (1,690,799) (15,089) - (1,705,888) (1,690,799) (15,089) Liabilities attributable to BancoPosta Derivative financial instruments - (93,082) (93,082) - (93,082) (93,082) Total liabilities at fair value - (1,798,970) - (1,798,970) Equity instruments Fixed income instruments Other investments Financial instruments at fair value through profit or loss Fixed income instruments Structured bonds Other investments Derivative financial instruments Held-for-trading Derivative financial instruments Total assets at fair value Consolidated financial statements 144 3.15 - Changes in financial instruments at fair value (Level 3) Description Opening balance Purchases/Issues Sales/Extinguishment of initial accruals Redemptions Changes in fair value through profit or loss Changes in fair value through Equity Transfers to profit or loss Gains/Losses in profit or loss due to sales Transfers to level 3 Transfers to other levels Changes in amortised cost Other changes (including accruals at the end of the period) Closing balance AFS financial instruments Financial assets Financial instruments at Derivative fair value through financial profit or loss instruments Total 1,259,405 298,631 (1,786) 81,871 8,631 658,698 81,512 (149,549) 24,927 66 - 132 - 1,918,235 380,143 (151,335) 24,927 81,871 66 8,631 - 26 - 26 1,646,752 615,680 132 2,262,564 At 31 December 2009 available-for-sale financial assets, measured at Level 3 fair value, primarily consist of Poste Vita SpA’s investments in mutual funds, totalling 1,579,979 thousand euros, to cover its obligations to policyholders in respect of separately managed Branch I accounts (which increased during the year as a result of new purchases totalling 246.,377 thousand euros), and 52,294 thousand euros in new bonds in respect of Branch I policies. The remainder regards investments in equity instruments, totalling 7,479 thousand euros (including 4,617 thousand euros belonging to the Parent Company), and the recoverable amount of Poste Vita SpA’s investments in bonds, purchased to cover obligations associated with Branch I policies, previously issued by a counterparty declared bankrupt in 2008. The change in the fair value of the instruments in question, amounting to 81,871 thousand euros, is almost entirely reflected in a matching increase in insurance liabilities, in accordance with the shadow accounting method. At 31 December 2009 financial instruments at fair value through profit or loss, measured at Level 3 fair value, consist of Poste Vita SpA’s investments in mutual funds, totalling 601,629 thousand euros, to cover obligations in respect of Branch III unit-linked policies (note 9.5), with the remainder regarding bonds covering obligations associated with Branch I policies. The change in the fair value of the financial instruments in question is almost entirely reflected in insurance liabilities towards policyholders. OTHER RISKS Operational risk This regards the risk of losses resulting from inadequate or failed internal processes, people and systems, or from external events. This category of risk includes losses resulting from fraud, human error, business disruption, systems failures, breach of contract and natural disasters. Operational risks includes legal risk, but not strategic and reputational risks. To protect the Group from this form of risk, in line with the prudential supervisory requirements, issued by the Bank of Italy Poste Italiane | Annual Report Notes to the consolidated financial statements 145 in December 2006, and adopted by Poste Italiane SpA as benchmarks, the Parent Company has formalised and agreed a methodological and organisational framework to manage the operating risk related to the products/processes of the BancoPosta unit and the asset management company BancoPosta Fondi SpA SGR. During 2009 the Board of Directors approved the guidelines for managing the Group’s operational risk in relation to the BancoPosta business, establishing policies and operational/organisational models for managing this type of risk. The guidelines for the Parent Company and BancoPosta Fondi SpA SGR have been drawn up in line with this approved framework. The Operational Risk Management system used by Poste Vita SpA saw a number of important changes in 2009. Firstly, the internal risk mapping system (the Risk and Control Matrix), which identifies and classifies all the company’s potential risks, including operational risks, was radically overhauled. The changes introduced were the result of a thorough-going review and mapping of business processes, with the aim of modelling the processes and drawing up an appropriate classification system. In addition to the Business Process Model, the Company redefined its internal risk classification system. In terms of operational risk, this involved identifying elements of uncertainty that contribute to the occurrence of a damaging event (effective and/or potential). The Business Process Model and the internal risk classification system form two key elements of the model for operational risk identification, given that they enable the Company to gather information in a structured and consistent fashion and represent the starting point for all measurement methods. The Company intends to complete its model for operational risk identification, by also developing an “internal events model” that will enable it to identify and classify all potential types of operational loss event. The models are designed to identify the degree of compliance with the various regulations in force more quickly and effectively. Based on the enlarged scope for analysis (processes and risks), Poste Vita SpA used the well-established qualitative method to self-assess risks and control systems (the Risk and Control Matrix), attributing an order of priority to each type of risk based on the “net residual risk” exposure. The results of the self-assessment process were thus analysed to identify any risk mitigation initiatives, including actions designed to integrate/strengthen the internal control system. Insurance risk This type of risk arises with the stipulation of insurance contracts and the terms and conditions contained therein (technical bases adopted, premium calculation, terms and conditions of cash surrender, etc.). The risks to which Poste Vita is exposed primarily relate to separately managed accounts in the Branch I category sold by the Company and, as is typical in the insurance business, deriving from the guaranteed minimum returns on investment to be paid to policyholders, and the potential impact on the financial statements of the measurement of the assets in which the technical provisions are invested. Against this backdrop, Poste Vita has adopted a management approach based on the utmost prudence and designed to: • increasingly correlate investments with the structure of its obligations to policyholders; • maintain a portfolio capable of guaranteeing continuous returns; • achieve a risk/return profile capable of always ensuring optimum technical equilibrium. As a result, the investment policy, which also takes account of the guidelines approved by the Company’s Board of Directors, focuses mainly on bonds (above all government securities and high-quality corporate bonds), with equities and mutual investment funds accounting for a small proportion of the portfolio. Moreover, during the year foreign exchange risk on foreign currency securities was hedged via forward currency trading. Investments are continuously monitored by the Company, which also uses some of the most advanced risk analysis methods (statistical matrix). The aim is to evaluate the compatibility of the estimated risks – calculated with regard to both guaranteed minimum returns on investment to be paid to policyholders, and the potential impact on the financial Consolidated financial statements 146 statements - with how far they are sustainable, based on the size of the statement of financial position and the returns earned. The results of overall investment activities and the above risk analysis are described to and discussed by the specially established Risk Committee. In strictly technical terms, mortality is one of the main risk factors in life insurance, i.e. any risk associated with the uncertainty of a policyholder’s life expectancy. For products with the capital sum subject to positive risk, such as term life insurance, this risk has negative consequences if death frequencies exceed the death probabilities realistically calculated (second order technical bases). For products with the capital sum subject to negative risk, such as annuities, there are negative consequences when death frequencies are lower than the death probabilities realistically calculated. Nevertheless, at 31 December 2009 the mortality risk was limited for the Company and concerned mainly the repayment of the premiums paid, in case of the death of holders of Branch III index- and unit-linked policies15, and the minimum guaranteed capital in case of death, as required by the contracts for separate portfolio products. As to pricing risk, i.e. the risk of incurring losses due to the inadequate premiums charged for the insurance products sold, this may arise due to: • inappropriate selection of the technical basis; • incorrect assessment of the options embedded in the product; • incorrect evaluation of the factors used to calculate the expense loads. As Posta Vita’s mixed and whole-life policies have cash value build-up features, accumulating in accordance with a preestablished interest rate, the technical basis adopted does not affect premium calculation (and/or the insured capital). In fact, there is no pricing risk associated with the choice of technical basis in Poste Vita’s portfolio. The same considerations apply to Branch III, for which the investment risk is not borne by the Company. The options embedded in the policies held in portfolio include: • Surrender option; • Minimum return guarantee option; • Annuity conversion option. For nearly all the products in the portfolio there are no surrender penalties. This might create problems in recovering commissions in case of annual premiums, but these types of deferred premiums are not present in the portfolio, as there are only single premiums or recurring single premiums. The surrender risk becomes significant in the event of mass surrenders, which have a low probability of occurrence. The minimum return guaranteed by contract is 1.5%16 per non-consolidated event 17, thus showing a very low risk significance compared with the returns generated to date by the separate portfolios, as determined by the asset-liability management analyses performed for the purposes of ISVAP Regulation 21 of 28 March 2008. Reputational risk The Group’s business is by its nature exposed to elements of reputational risk, associated mainly with the placement of index-linked bonds issued by other credit institutions and/or insurance policies issued by Poste Vita SpA. In this respect, in July 2008, in accordance with the Markets in Financial Instruments Directive by the EU (Directive 2004/39/EC, “MiFID”), the Parent Company adopted the “consulting service” model, which is currently being implemented. The crisis of 2008 had profound effects on the performance of all the financial instruments placed in the market, especially those whose returns are magnified and are inevitably exposed to higher risk and volatility of their fair value. 15. In the event that the surrender value is lower than the premiums paid, the Company makes up for the difference up to 5,000 euros. 16. For a residual share of the portfolio, there is no guaranteed return. 17. In case of death, surrender and expiration. Poste Italiane | Annual Report Notes to the consolidated financial statements 147 Even though the Group has developed over time prudential policies in the customers’ best interests, which entails the selection of domestic and foreign issuers solely with investment grade ratings, the situation prompted closer scrutiny, so as to ensure full awareness of the performance of the products placed and the risks for the customers that, to this day, characterize these products In this regard, Poste Vita issued over the years Branch III index- and unit-linked policies that call for the investment of the premiums paid in a structured bond or in mutual funds whose increase in value reflects on the value of the policies. For this type of product issued prior to the introduction of ISVAP Regulation 32/2009, the Company does not guarantee capital or a minimum return and, as such, the credit and financial risks associated with them are borne by the customer. In order to protect its own good name and reputation, and those of its Group, as well as its credentials as a capable operator, the company constantly monitors developments in the risk profile. Particular attention was given to monitoring certain financial instruments underlying index-linked policies issued in the period 2001-2002 by Programma Dinamico SpA, a securitisation vehicle set up under Law 130/99 that matches the definition of control established in the combined provisions of IAS 27 and SIC 12. These instruments bring together different financial positions, including securitisation transactions and credit and financial derivatives (CDOs – Collateralised Debt Obligations), whose performances were affected by the financial and credit market crisis. Whilst it is true that, in accordance with the legal nature of the products in question, the related investment risk is transferred to policyholders, the Company assesses the need to restructure its portfolios in order to safeguard its commercial interests, which could be prejudiced by widespread dissatisfaction among customers, and the potential impact on its reputation as a result of a general expression of discontent. In this context, in response to the continuing risk of declines in the value of the securities underlying Programma Dinamico’s “Raddoppio” and “Index Cup” policies, as in December 2008 with regard to “Classe 3 A valore reale” and “Ideale” policies, in May 2009 Poste Vita SpA offered policyholders the opportunity to convert these policies into Branch I policies providing minimum returns guaranteed by the Company. This was done to allow policyholders to reduce their risk exposure, in view of the changed scenario. The maturity of the contracts, which was originally set in 2012, was extended to 31 December 2015 and the capital sum paid at such date was equal to 105% of the premium collected. The costs of the conversion incurred through to 31 December 2009 have been accounted for in technical provisions. In addition, having obtained the prior agreement of the regulator, in May 2009 the Company has sent the holders of “Programma Dinamico Classe 3 A” policies, whose prices are above par at 31 December 2009, a letter in which it reminded policyholders that they have the option of exercising their right of redemption early in order to exit an investment that, in the current financial market crisis, is exposed to a particular degree of risk that was not foreseeable at the time of issue. ISVAP Regulation 32, dated 11 June 2009, has introduced new rules governing index-linked policies. The Regulation contains new rules for index-linked life assurance policies. In view of the number of defaults by major banks in 2008, the insurance regulator believes it is necessary to take steps to protect policyholders, introducing certain standards aimed at revisiting the part insurance companies play in creating products, taking on an active role in drawing up the proposed indexation measures and in managing the investments necessary to hedge the risks assumed. In this regard, the Regulation has, among other things, introduced a rule that states that the securities used to meet the obligations offered may no longer represent the index underlying the policy, but only the company’s means of meeting its contractual obligations. The standards introduced by the Regulation have thus made it easier for insurance companies to substitute the assets in which they invest their technical provisions, on the basis of which the Company assumes the risk of insolvency of the issuer. As a result, policyholders may no longer be exposed to the counterparty risk relating to third party entities, whilst they will continue to be exposed to the risk linked to the negative performance of the external index, which may, in any event, be fully or partly neutralised where the insurance company decides to offer further capital or minimum return guarantees. In this context, Poste Vita SpA has modified the structure of products issued during the year to comply with the new rules, which do not alter the rights and obligations attached to policies issued prior to the entry into effect of the new Regulation. Consolidated financial statements 148 OTHER INFORMATION With regard to cash flow management within the Group, a centralised treasury management system enables the automatic elimination of co-existing large debit and credit balances attributable to individual companies, offering the Group advantages in terms of improved liquidity and a reduction in the related risk. The system includes the five main subsidiaries, and makes use, with regard to the banking channel, of zero balance cash pooling. In this way cash flows between the current accounts of subsidiaries and the Parent Company are transferred on a daily basis. The Group’s financial structure at 31 December 2009 is solid and balanced, and adequately protected from liquidity or refinancing risks. Overall borrowings are primarily medium/long-term, except for bank overdrafts, which are of a limited amount. Medium/long-term debt is sufficient to cover the Group’s expected financial needs. At the end of the reporting period the Group has unused uncommitted lines of 1,218 million euros. The Group also has overdraft facilities in place, totalling 95.4 million euros, of which 10.1 million euros has been temporarily used, and bank guarantee facilities with a value of approximately 200.8 million euros (with 99.5 million euros available to the Parent Company), of which guarantees with a value of 93.3 million euros have been used. Poste Italiane | Annual Report Notes to the consolidated financial statements 149 4 - OPERATING SEGMENTS The identified operating segments are: Postal Services, Financial Services and Insurance Services. The “Postal Services” segment includes Mail, Express Delivery, Logistics and Parcels, and Philately. The “Financial Services” segment includes the collection of public deposits on behalf of Cassa Depositi e Prestiti and the management of postal current accounts and related services, the payment of pensions under authority, the transfer of funds via postal order, collection services for third parties. The “Insurance Services” segment regards the sale of life assurance products in Branches I, III and V. The remaining “Other Services” segment includes segments which, based on the indications in IFRS 8 - Operating Segments, are not significant within the context of the Group’s operations. This segment includes the remaining services carried out by Poste Italiane SpA and those conducted by certain Group companies, including PosteMobile SpA, a mobile virtual network operator, BancoPosta Fondi SpA SGR, an asset management company, EGI SpA, which operates in the property sector. Segment information regards revenue components and is prepared on the basis of the Accounting Unbundling that Poste Italiane SpA is required to carry out at the end of each reporting period in accordance with the law (Legislative Decree 261/99 and Legislative Decree 144/01). The cost allocation method adopted is based on the absorption of resources (staff, external costs, plant, etc.) by the various business segments. The result for each segment is based on Operating profit/(loss). All income components reported for operating segments are measured using the same accounting policies applied in the preparation of these interim financial statements. (€m) Postal Services Financial Services Market revenues Inter-segment revenue Total revenue 5,227 278 5,505 4,964 8 4,972 9,376 0 9,376 531 138 669 - (424) (424) 20,098 20,098 Depreciation, amortisation and impairments Other non-cash expenses Total non-cash expenses (488) (278) (766) (0) (118) (118) (0) (6,934) (6,934) (67) (34) (101) - - (555) (7,364) (7,919) Operating Profit/(Loss) Finance income/(Costs) Profit/(Loss) on investments accounted for using the equity method Income tax expense for the year Profit/(Loss) for the year (208) - 1,422 - 272 - 107 - (5) 6 (*) (6) (*) 1,599 (11) 1 - 0 0 (685) - 1 (685) 904 Assets Liabilities 6,858 5,350 42,763 41,059 37,533 37,709 853 190 5,144 4,959 (2,209) (2,900) 90,942 86,367 450 0 0 58 - - 508 3 - 8 4 - - 15 2009 Other information Capital expenditure Investments accounted for using the equity method (*) Insurance Other Services Services Unallocated Adjustments and items eliminations Elimination of cost incurred by the Parent Company for interest paid to consolidated subsidiaries (recognised by the latter in finance income). Consolidated financial statements Total 150 (€m) Postal Services Financial Services Market revenues Inter-segment revenue Total revenue 5,506 279 5,785 4,595 7 4,602 7,268 7,268 484 135 619 - (420) (420) 17,853 0 17,853 Depreciation, amortisation and impairments Other non-cash expenses Total non-cash expenses (489) (462) (950) (0) (162) (162) (1) (3,282) (3,283) (50) (5) (55) - - (540) (3,911) (4,451) (57) - 1,153 - 232 - 132 - 60 10 (*) (10) (*) 1,470 50 0 - 0 0 (637) - 6,328 5,153 41,295 40,843 31,179 31,291 886 191 5,263 5,340 (1,436) (2,725) 0 (637) 883 83,515 80,093 653 0 1 59 - - 713 2 - 2 3 - - 7 2008 Operating Profit/(Loss) Finance income/(Costs) Profit/(Loss) on investments accounted for usingthe equity method Income tax expense for the year Profit/(Loss) for the year Assets Liabilities Other information Capital expenditure Investments accounted for using the equity method (*) Insurance Other Services Services Unallocated Adjustments and items eliminations Total Elimination of cost incurred by the Parent Company for interest paid to consolidated subsidiaries (recognised by the latter in finance income). Assets are those employed by the segment in conducting its ordinary activities or that may be allocated to the segment based on these activities. Unallocated assets consist of cash of 2,039 million euros (1,887 million euros at 31 December 2008), non-current financial assets of 1,389 million euros (1,495 million euros at 31 December 2008), deferred tax assets of 645 million euros (641 million euros at 31 December 2008), prepaid taxes of 615 million euros (524 million euros at 31 December 2008), current financial assets of 406 million euros (673 million euros at 31 December 2008), and current tax assets of 50 million euros (43 million euros at 31 December 2008). Financial assets and cash relating to the insurance activities of Poste Vita SpA are allocated to the “Insurance Services” segment. Unallocated liabilities consist of current financial liabilities of 2,333 million euros (2,626 million euros at 31 December 2008), non-current financial liabilities of 1,846 million euros (2,062 million euros at 31 December 2008), deferred tax liabilities of 417 million euros (310 million euros at 31 December 2008), current taxes payable of 283 million euros (268 million euros at 31 December 2008) and current tax liabilities of 80 million euros (74 million euros at 31 December 2008). Current and non-current financial liabilities are accounted for after deducting Poste Vita SpA’s financial liabilities allocated to the “Insurance Services” segment. Information about geographical segments, based on the geographical areas in which the various Group companies are based, is not material. At 31 December 2009 all entities consolidated on a line-by-line basis are based in Italy, whilst their customers are also primarily located in Italy and revenue from overseas customers does not account for a significant proportion of total revenue. Poste Italiane | Annual Report Notes to the consolidated financial statements 151 5 - PROPERTY, PLANT AND EQUIPMENT The following table shows changes in property, plant and equipment in 2008 and 2009: 5.1 - Changes in property, plant and equipment Land Balance at 1 January 2008 Cost Accumulated depreciation Accumulated impairments Carrying amount Changes during the year Purchases Adjustments Reclassifications Disposals Change in basis of consolidation Depreciation Impairments Total changes 75,909 75,909 408 721 (50) (468) 611 Balance at 31 December 2008 Cost Accumulated depreciation Accumulated impairments Carrying amount 76,520 76,520 Changes during the year Purchases Adjustments (1) Reclassifications (2) Disposals (3) Depreciation Impairments Total changes 608 495 (2,773) (345) (2,015) Balance at 31 December 2009 Cost Accumulated depreciation Accumulated impairments Carrying amount 74,505 74,505 Operating properties Industrial and Plant and commercial Leasehold equipment equipment improvements 2,592,013 2,214,247 (795,002) (1,489,284) (7,496) (29,654) 1,789,515 695,309 Assets in the course of construction and Other prepayments Total 260,373 (191,532) (770) 68,071 471,468 (369,182) 102,286 1,073,134 (853,272) (51) 219,811 194,421 (2,913) 191,508 6,881,565 (3,698,272) (40,884) 3,142,409 128,831 15,285 (2,300) (88) (152,997) (636) (11,905) 17,118 (4) (31) (17) (27) (20,973) (3,934) 27,842 14,265 (230) (25,527) (34) 16,316 63,734 (1) 34,088 (343) (349) (85,189) 11,940 218,236 (25) (82,793) (49) (35) 135,334 485,382 691 (5,934) (8,002) (647) (376,907) (671) 93,912 2,617,351 2,302,340 (880,804) (1,588,238) (1,482) (30,698) 1,735,065 683,404 277,355 (212,448) (770) 64,137 481,907 (363,304) (1) 118,602 1,163,092 (931,291) (48) 231,753 326,842 326,842 7,245,407 (3,976,085) (32,999) 3,236,323 96,705 58,357 (1,070) (154,790) (705) (1,503) 12,645 2,125 (2) (17,649) (2,881) 18,054 41,530 (466) (20,343) (750) 38,025 42,217 47,944 (571) (90,554) (964) 69,018 (30) (205,466) (136,478) 288,896 528 348 (10,643) (377,505) (14,005) (112,381) 2,715,167 2,137,771 (972,686) (1,442,842) (13,981) (13,028) 1,728,500 681,901 292,212 (230,186) (770) 61,256 218,649 1,246,954 (62,017) (1,016,117) (5) (48) 156,627 230,789 190,364 190,364 6,875,622 (3,723,848) (27,832) 3,123,942 29,213 13,302 (4,595) (148) (92,221) (1) (54,450) 49,649 63 58,631 (8,189) (94,169) (12,550) (6,565) Adjustments (1) Cost Other liabilities Accumulated depreciation Total 495 495 98 (35) 63 - - - - (30) (30) 593 (30) (35) 528 Reclassifications (2) Cost Accumulated depreciation Accumulated impairments Total (2,773) (2,773) 58,603 28 58,631 52,091 6,266 58,357 2,214 (89) 2,125 41,615 (85) 41,530 47,952 (8) 47,944 (205,466) (205,466) (5,764) 6,112 348 Disposals (3) Cost Accumulated depreciation Accumulated impairments Total (345) (345) (10,534) 2,294 51 (8,189) (313,365) 293,920 18,375 (1,070) (2) (2) (322,927) 321,715 746 (466) (6,307) 5,736 (571) - (653,480) 623,665 19,172 (10,643) Consolidated financial statements 152 At 31 December 2009 Property, plant and equipment includes assets belonging to the Parent Company located on land held under concession or sub-concession, which is to be handed over free of charge at the end of the concession term, with a carrying amount of 179,850 thousand euros. The principal changes during 2009 are described below. Capital expenditure of 288,896 thousand euros, including 4,210 thousand euros in capitalised costs and expenses, primarily regard: • 49,649 thousand euros relating primarily to the purchase and maintenance of properties owned by the Group, including 31,398 thousand euros relating to the extraordinary maintenance of post offices, local head offices and mail sorting offices, and 18,074 thousand euros regarding the purchase of premises used as post offices; • 96,705 thousand euros relating to plant, with the most significant items regarding the Parent Company and relating to the installation of ATM machines (31,770 thousand euros), the purchase of sorting equipment used at Sorting Centres (28,956 thousand euros), and plant used in buildings (19,976 thousand euros). The total also includes capital expenditure carried out by the Postel Group, totalling 1,459 thousand euros and primarily relating to printing and enveloping systems; • 12,645 thousand euros primarily relating to the purchase of security equipment for post office access and for the deposit of cash and sundry documents; • 18,054 thousand euros invested almost entirely by the Parent Company in plant (9,580 thousand euros) and structural improvements (8,292 thousand euros) for properties held under lease; • 42,217 thousand euros regarding Other assets and primarily relating to the Parent Company. This includes 13,056 thousand euros for the purchase of new computer hardware for post offices and head offices and the expansion of storage systems, 11,065 thousand euros for the purchase of furniture and fittings in connection with the new layouts for post offices, and 7,104 thousand euros for the purchase of other durable goods used in delivery activities; • 69,018 thousand euros, primarily referring to the Parent Company’s investments in progress, with 29,749 thousand euros relating to the restyling of post offices, 24,997 thousand euros to the restructuring of Sorting Centres, and 6,324 thousand euros for the purchase of computer hardware yet to enter service. The total also includes 7,149 thousand euros invested by Postel SpA and regarding the purchase of latest-generation printing and enveloping equipment that has yet to enter service and the restructuring of storage facilities. Impairments of 14,005 thousand euros, relating entirely to the Parent Company, primarily regard: • 9,550 thousand euros for the impairment of assets damaged by the earthquake that hit the Abruzzo region in April 2009. Damage to the Poste Italiane Group’s real estate and other assets is still being appraised and is almost entirely covered by appropriate insurance policies. The likely payout, which is in the course of being quantified, will be accounted for in income as soon as it is due for payment; • 2,429 thousand euros relating to assets located on land held under concession or sub-concession, for which, on expiry of the concession term, or whilst awaiting confirmation of renewal, any additional depreciation of assets to be handed over free of charge at the end of the concession term is calculated on the basis of the probable residual duration of the right to use the assets to provide public services, estimated on the basis of the framework agreements entered into with the Public Sector, the status of negotiations with the grantors and past experience. Reclassifications from Assets in the course of construction, totalling 205,466 thousand euros, primarily regard the purchase cost of assets that became available and ready for use during the year. Above all, such assets regard completion of work on the restructuring of Sorting Centres and installation of the related equipment, completion of the restructuring of Groupowned and leased post offices premises, and the rollout of hardware held in storage. Disposals, with a net carrying amount of 10,643 thousand euros, primarily regard the sale of operating properties (8,189 thousand euros) and the disposal of obsolete production plant (1,070 thousand euros). The impact of these disposals on the income statement is described in note 33.2. Poste Italiane | Annual Report Notes to the consolidated financial statements 153 The following table shows a breakdown by category of property, plant and equipment held under finance leases at 31 December 2009 and 2008: 5.2 - Assets held under finance leases 31 Dec 2009 31 Dec 2008 Cost Accumulated depreciation Net carrying amount Buildings held under finance leases 17,043 (3,834) Plant and equipment held under finance leases 65,087 Item Other assets (hardware) Total Cost Accumulated depreciation Net carrying amount 13,209 17,043 (3,323) 13,720 (61,859) 3,228 71,429 (64,667) 6,762 6,824 (2,224) 4,600 6,824 (1,303) 5,521 88,954 (67,917) 21,037 95,296 (69,293) 26,003 The following table provides further information about the Group’s finance leases at 31 December 2009: 5.3 - Reconciliation of total future lease payments and present value 31 Dec 2009 Item Payments from 01.01.2010 to end of lease term Interest Present value Buildings 15,203 3,051 12,152 Plant and equipment 3,499 72 3,427 Other assets (hardware) 4,572 346 4,226 23,274 3,469 19,805 Total 5.4 - Financial liabilities by maturity 31 Dec 2009 Item Buildings within 12 months between 1 and 5 years over 5 years Total 778 3,553 7,821 12,152 Plant and equipment 2,769 658 - 3,427 Other assets (hardware) 2,060 2,166 - 4,226 Total 5,607 6,377 7,821 19,805 Consolidated financial statements 154 6 - INVESTMENT PROPERTY Investment property primarily regards properties owned by the subsidiary, EGI SpA, residential accommodation previously used by post office managers and former service accommodation owned by Poste Italiane SpA pursuant to Law 560 of 24 December 1993. The following changes in investment property took place in 2009 and 2008: 6.1 - Changes in investment property Balance at 1 January Cost Accumulated depreciation Accumulated impairments Carrying amount Changes during the year Purchases Reclassifications (1) 2009 2008 238,645 (57,484) (8,736) 172,425 272,342 (59,367) (19,163) 193,812 607 862 Disposals (2) Depreciation Reversals of impairments/(Impairments) Total changes (625) (11,838) (8,710) 1,817 (18,749) 777 (19,907) (9,211) 6,092 (21,387) Balance at 31 December Cost Accumulated depreciation Accumulated impairments Carrying amount 215,714 (56,918) (5,120) 153,676 238,645 (57,484) (8,736) 172,425 Reclassifications (1) Cost Accumulated depreciation Accumulated impairments Total (1,743) 653 465 (625) (1,403) 1,021 1,159 777 Disposals (2) Cost Accumulated depreciation Accumulated impairments Total (21,795) 8,623 1,334 (11,838) (33,156) 10,073 3,176 (19,907) The fair value of Investment property at 31 December 2009 amounts to 315 million euros. This value includes approximately 212 million euros representing the market prices of the investment property, based primarily on independent valuations, and 103 million euros representing the sale price applicable to the Parent Company’s former service accommodation pursuant to Law 560 of 24 December 1993. Most of the properties included in this category are subject to lease agreements classifiable as operating leases, given that the Group retains substantially all the risks and rewards of ownership of the properties. Under the relevant agreements, tenants usually have the right to break off the lease with six months notice. Given the resulting lack of certainty, the expected revenue flows from these leases are not referred to in these notes. Poste Italiane | Annual Report Notes to the consolidated financial statements 155 7 - INTANGIBLE ASSETS The following table shows changes in intangible assets in 2008 and 2009: 7.1 - Changes in intangible assets Industrial patents, Intellectual property rights, concessions, licences, trademarks and similar rights Intangible assets in progress and prepayments Goodwill Consolidation differences Balance at 1 January 2008 Cost Accumulated amortisation Accumulated impairments Carrying amount 879,034 (630,674) (1,377) 246,983 34,342 (99) 34,243 29,725 29,725 69,284 69,284 Changes during the year Purchases Adjustments Reclassifications Disposals Change in basis of consolidation Amortisation Impairments Total changes 137,296 (54) 32,921 (33) (153,519) 16,611 79,240 (38) (33,068) (9) 46,125 7,094 7,094 (1,212) (1,212) Balance at 31 December 2008 Cost Accumulated amortisation Accumulated impairments Carrying amount 1,048,245 (783,295) (1,356) 263,594 80,467 (99) 80,368 36,819 36,819 Changes during the year Purchases Adjustments (1) Reclassifications (2) Disposals (3) Amortisation Impairments Total changes 139,285 57,615 (4) (152,633) 44,263 73,698 (101) (59,189) 14,408 (950) (950) Balance at 31 December 2009 Cost Accumulated amortisation Accumulated impairments Carrying amount 1,244,954 (935,741) (1,356) 307,857 94,875 (99) 94,776 36,819 (950) 35,869 Adjustments (1) Cost Accumulated amortization Total - (101) (101) - - - (101) (101) Reclassifications (2) Cost Accumulated amortisation Total 57,429 186 57,615 (59,189) (59,189) - - 1,371 (12) 1,359 (389) 174 (215) Disposals (3) Cost Accumulated amortisation Total (5) 1 (4) - - - - (5) 1 (4) Consolidated financial statements Other Total 110,795 1,123,180 (99,379) (730,053) (6,690) (8,166) 4,726 384,961 2,779 1,847 3 (5,246) (617) 226,409 (92) 1,700 (9) (30) (158,765) (1,212) 68,001 69,284 113,815 1,348,630 - (103,016) (886,311) (1,212) (6,690) (9,357) 68,072 4,109 452,962 - 5,197 1,359 (3,689) 2,867 218,180 (101) (215) (4) (156,322) (950) 60,588 69,284 120,383 1,566,315 - (106,717) (1,042,458) (1,212) (6,690) (10,307) 68,072 6,976 513,550 156 Investment in intangible assets during 2009 amounts to 218,180 thousand euros, including 26,128 thousand euros regarding software developed in-house by the Group. The increase of 139,285 thousand euros in industrial patents, intellectual property rights, concessions, licences, trademarks and similar rights, before amortisation for the year, primarily refers to: • 123,684 thousand euros regarding the purchase and entry into service of new software applications used by the Parent Company for innovative Mail services, WEB Oriented services and BancoPosta services and in updating Asset and Configuration Management. New software applications were also purchased for use in the maintenance, evolution and development of the technology infrastructures used in the sale of BancoPosta services and in the updating of the platform used to provide multi-channel services; • 8,770 thousand euros representing the fair value of recent developments of the software component for the ICT platform used in the provision of virtual mobile services by PosteMobile SpA, which was purchased under a finance lease. During the year, the Group effected reclassifications from Intangible assets in progress to Industrial patents, intellectual property rights, concessions, licences, trademarks and similar rights, amounting to 57,615 thousand euros. This primarily reflects the release and entry into service of new software programmes and the evolution of existing programmes. At 31 December 2009 intangible assets include assets purchased under finance leases, the net carrying amount of which is as follows: 7.2 - Assets held under finance leases 31 Dec 2009 Item 31 Dec 2008 Cost Accumulated amortisation Net carrying amount Cost Accumulated amortisation Net carrying amount 37,494 (8,996) 28,498 28,398 (4,167) 24,231 37,494 (8,996) 28,498 28,398 (4,167) 24,231 Industrial patents, intellectual property rights, concessions, licences, trademarks and similar rights Total In 2007 PosteMobile signed a contract for the supply of the hardware and software platform to be used in the provision of virtual mobile services. The contract, which expires on 31 December 2014, envisages payment to the supplier of a set-up fee and a series of annual fees. The contract has been accounted for as a finance lease. At 31 December 2009 the software component amounts to 27,320 thousand euros, after accumulated amortisation. The hardware component is accounted for in Other assets, under Property, plant and equipment (note 5), at a carrying amount of 4,600 thousand euros, after accumulated depreciation. During the year Italia Logistica Srl agreed to lease three divisions of a business until March 2013. The value of the right to manage the divisions has been accounted for as a finance lease (IAS - 17 Leases, and IFRIC 4 – Determining whether an Arrangement contains a Lease ). At 31 December 2009 the value of the intangible asset recognised is 1,178 thousand euros, after accumulated amortisation. Poste Italiane | Annual Report Notes to the consolidated financial statements 157 The following table provides further information about the related finance leases: 7.3 - Reconciliation of total future lease payments and present value 31 Dec 2009 Payments from 1 Jan 2009 to end of lease term Interest Present value Industrial patents, intellectual property rights, concessions, licences, trademarks and similar rights 14,957 1,102 13,855 Total 14,957 1,102 13,855 Item 7.4 - Financial liabilities by maturity 31 Dec 2009 Item within 12 months between 1 and 5 years over 5 years Total Industrial patents, intellectual property rights, concessions, licences, trademarks and similar rights 6,590 7,265 - 13,855 Total 6,590 7,265 - 13,855 Goodwill, as shown in the following schedule, primarily derives from acquisitions and subsequent mergers of companies carried out by the subsidiaries, Postel SpA and PostelPrint SpA, less accumulated amortisation until 1 January 2004. 7.5 - Goodwill Name Balance at 31 Dec 2009 Balance at 31 Dec 2008 Postel SpA Italia Logistica Srl Poste Italiane Trasporti SpA SDA Express Courier SpA 30,288 3,296 1,544 741 30,288 4,246 1,544 741 Total 35,869 36,819 Consolidated financial statements 158 Goodwill has been tested for impairment in accordance with the relevant accounting standards. Based on the prospective information available, it was deemed necessary to write down Goodwill previously attributed to the “Multimodal” division by 950 thousand euros. Consolidation differences, generated by the process of eliminating the value of investments consolidated on a line-by-line basis, represent differences between the acquisition price and the fair value of the assets acquired and liabilities assumed. These differences regard the following companies: 7.6 - Consolidation differences Name Balance at 31 Dec 2009 Balance at 31 Dec 2008 SDA Express Courier SpA Postel SpA Mistral Air Srl Poste Italiane Trasporti SpA 46,010 14,712 4,934 2,416 46,010 14,712 4,934 2,416 Total 68,072 68,072 Consolidation differences have also been tested for impairment in accordance with the relevant accounting standards. There are no material indications of impairments to be accounted for in the consolidated financial statements. 8 - INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD This item includes the following: 8.1 - Investments Name Balance at 31 Dec 2009 Balance at 31 Dec 2008 Investments in subsidiaries Investments in joint ventures Investments in associates 12,821 1,838 6,439 24 985 Total 14,659 7,448 Changes in investments accounted for using the equity method during 2008 and 2009 are as follows: Poste Italiane | Annual Report Notes to the consolidated financial statements 159 8.2 - Changes in investments in 2008 Investment Adjustments Changes accounted Balance at Additions/ in the basis for using dividend 1 Jan 2008 (Reductions) of consolidation the equity method adjustments Subsidiaries Address Software Srl Balance at 31 Dec 2008 113 120 311 - (311) (53) 250 - - 60 370 - 120 - (120) - - - 54 1,168 2,145 184 2,325 - 319 - (184) - (54) 92 54 (94) - - 1,260 2,199 2,325 225 - 6,540 319 (615) 195 - 6,439 Joint ventures Uptime SpA 24 - - - - 24 Total joint ventures 24 - - - - 24 Associates Aspheria Holding SA Docugest SpA C-GLOBAL SpA (formerly Ge.Po SpA) Consorzio ANAC Other SDA Group associates 796 2,055 10 19 - (2,055) - 160 - - 956 10 19 Total associates 2,880 - (2,055) 160 - 985 Total 9,444 319 (2,670) 355 - 7,448 Consorzio Poste Contact (1) Poste Link Scrl (2) Consorzio per i Servizi di Telefonia Mobile ScpA Chronopost International Italia SpA - in liquidation Docutel SpA Poste Assicura SpA Poste Energia SpA Poste Tributi ScpA Poste Voice SpA Postel do Brasil Ltda Total subsidiaries (1) (2) Poste Contact consortium is 51% owned by the Poste Welfare consortium. On 17 November 2008 the Poste Link consortium was converted to a limited liability consortium. Consolidated financial statements 160 8.3 - Changes in Investments in 2009 Investment Subsidiaries Address Software Srl Adjustments Changes accounted Balance at Additions/ in the basis for using dividend 1 Jan 2009 (Reductions) of consolidation the equity method adjustments Balance at 31 Dec 2008 60 370 99 - 41 499 - 101 968 1,260 2,199 2,325 225 - 5,900 - - (63) 77 (171) - - 1,197 8,176 2,325 54 - 6,439 5,999 - 383 - 12,821 Joint ventures Uptime SpA 24 - (24) - - - Total joint ventures 24 - (24) - - - Associates Docugest SpA Consorzio ANAC Uptime SpA (2) Other SDA Group associates 956 10 19 - 24 - 825 4 - - 1,781 10 28 19 Total associates 985 - 24 829 - 1,838 7,448 5,999 - 1,212 - 14,659 Consorzio Poste Contact (1) Chronopost International Italia SpA - in liquidation Docutel SpA Poste Assicura SpA Poste Tributi ScpA Poste Voice SpA Postel do Brasil Ltda Total subsidiaries Total (1) (2) The Poste Contact consortium is 51% owned by the Poste Welfare consortium (in liquidation). Measurement using the equity method was based on the latest available financial statements for the year 31 December 2008. Changes in 2009 regard: • Postel SpA’s admission, on 8 October, as a new member of the Poste Contact consortium, paying in a total of 99 thousand euros18; • the change that occurred on 22 December following expiry of the shareholder agreements entered into by the owners of Uptime SpA, over which the Group continues to exert significant influence; • Poste Vita SpA’s subscription, on 23 December, of a capital increase of 4,900 thousand euros and payment a further contribution of 1 million euros to top up Poste Assicura SpA’s “provision for start-up costs”, for the purpose of converting the latter company into a Non-life Company. On 24 February 2010 the Parent Company transferred its interest in the wholly owned subsidiary, Poste Voice SpA, to Poste Link Scrl, also a wholly owned subsidiary. 18. On 26 January Poste Italiane SpA’s Board of Directors approved the merger of the Poste Contact consortium, 70% owned by Poste Italiane SpA, 15% owned by Postecom SpA and 15% by Postel SpA, with and into Poste Link Scrl, with effect for tax and accounting purposes from 1 January 2010. The merger was completed on 24 February 2010. Poste Italiane | Annual Report Notes to the consolidated financial statements 161 9 - FINANCIAL ASSETS At 31 December 2009 and 2008 financial assets break down as follows: 9.1 - Financial assets 31 Dec 2009 Non-current assets Current assets 445,335 14 445,321 Available-for-sale financial assets Equity instruments Fixed income instruments Other investments Financial assets at fair value though the income statement Fixed income instruments Structured bonds Other investments Item Loans and receivables Loans Receivables Derivative financial instruments Cash flow hedges Fair value hedging Fair value through profit or loss Total 31 Dec 2008 Total Non-current assets Current assets Total 418,521 863,856 574,732 452,941 1,027,673 1,219 417,302 1,233 862,623 50 574,682 1,187 451,754 1,237 1,026,436 22,931,938 68,949 21,192,270 1,670,719 4,844,518 3,804 4,837,182 3,532 27,776,456 72,753 26,029,452 1,674,251 15,414,300 4,087,908 19,502,208 41,832 2,304 44,136 14,028,293 4,081,519 18,109,812 1,344,175 4,085 1,348,260 10,604,145 1,232,723 8,769,793 601,629 33,409 33,409 - 10,637,554 1,266,132 8,769,793 601,629 11,817,155 1,195,464 9,976,777 644,914 35,012 35,012 78 17 61 35,090 17 35,073 156 24 132 34,016,430 5,296,526 39,312,956 9,774 11,826,929 9,770 1,205,234 4 9,976,781 644,914 13,213 1,116 12,097 13,369 1,140 12,229 27,806,343 4,563,836 32,370,179 LOANS AND RECEIVABLES Receivables Receivables break down as follows: 9.2 - Receivables 31 Dec 2009 Item Due from parent repayment of loans accounted for in liabilities repayment of interest on loan (Law 887/84) interest on Poste Italiane SpA’s liquidity repayment of sums in dormant accounts Due from buyers of service accommodation Non-current assets Current assets 31 Dec 2008 Total Non-current assets Current assets Total 436,413 333,087 769,500 565,518 340,030 905,548 436,413 - 309,502 11,665 7,838 4,082 745,915 11,665 7,838 4,082 565,518 - 298,190 29,434 12,406 - 863,708 29,434 12,406 - 8,906 - 8,906 9,097 - 9,097 Due from overseas postal operators for international money orders - 3,807 3,807 - 3,665 3,665 Due from others 2 89,185 89,187 67 116,836 116,903 Provisions for doubtful debts - (8,777) (8,777) - (8,777) (8,777) 445,321 417,302 862,623 574,682 451,754 1,026,436 Total Consolidated financial statements 162 At 31 December 2009 the fair value of receivables, totalling 745,915 thousand euros, due from the parent, the MEF, as repayment of loans accounted for in liabilities, amounts to 777,094 thousand euros. At 31 December 2008, the fair value of this item, which at the time had a carrying amount of 863,708 thousand euros, was 878,377 thousand euros. The carrying amount of the other receivables in this category approximates to fair value. Receivables due from the parent, the MEF, amounting to 769,500 thousand euros, primarily regard a receivable of 745,915 thousand euros relating to the residual principal to be repaid on loans accounted for in liabilities, and which, in accordance with the laws that authorised the relevant loans, are to be repaid by the parent. This receivable is represented by the amortised cost 19 of a receivable with a face value of 822,138 thousand euros, which is expected to be collected by 2016. During 2009 the Parent Company collected receivables with a face value of 149,565 thousand euros and estimated accrued finance income on the present value of the receivables to be 31,772 thousand euros. On the basis of the laws referred to below, these receivables are non-interest-bearing as they relate to loans for which only the principal is to be repaid by the government, with the exception of the loan linked to Law 887/84 20. The face value of these receivables is as follows: Legislation Law Law Law Law 227/75 (mechanisation of PO services) 39/82 (subsequent changes to PO services) 887/84 41/86 Total Face value of receivable 25,772 478,843 315,277 2,246 822,138 Such items represent repayments of loans formerly disbursed by Cassa Depositi e Prestiti, in accordance with the above laws, to the former Post and Telecommunications Office in order to fund investment between 1975 and 1993. On conversion of the former Public Entity into a joint-stock company, the accounts payable to Cassa Depositi e Prestiti (the provider of the loans) and the accounts receivable from the parent, the MEF, to which the relevant laws assigned the burden of repayment, were posted in the accounts. Poste Italiane SpA is liable for interest expense through to full repayment of the loans. The difference of 155,237 thousand euros between the face value of the receivable and the face value of the liability of 666,901 thousand euros (note 26.2), which corresponds to the amortised cost, is due to repayment of the principal falling due in 2009, which was collected in full in February 2010. Receivables due from the parent, the MEF, also include: • receivables of 11,665 thousand euros relating to interest on the loan granted under Law 887/84 accruing in 2009, which was acknowledged by the parent, the MEF, at the same time as collection in February 2010; • receivables of 7,838 thousand euros due as accrued interest on the deposit of Poste Italiane SpA’s liquidity with the MEF in 2009; • 4,082 thousand euros for amounts returned to customers holding dormant accounts, the balances of which had previously been paid into a specific fund set up by the MEF, pursuant to Presidential Decree 116/2007. As envisaged by MEF Circular 11439 of 13 February 2009, the Parent Company, which has advanced the sums claimed to customers, will apply to the Ministry for reimbursement during 2010. Amounts due from others, totalling 89,187 thousand euros, include: • guarantee deposits, totalling 55,660 thousand euros, accounted for by the Parent Company in current assets and established during the year in favour of counterparties with whom the Company has executed asset swap transactions (with collateral provided by a specific Credit Support Annex) as part of its cash flow hedge policy for BancoPosta (note 16.4); 19. The amortised cost of the non-interest bearing receivable in question was calculated on the basis of the present value obtained using the risk-free interest rate applicable at the date from which the incorporation of Poste Italiane SpA took effect (1 January 1998). The receivable is thus increased each year by the amount of interest accrued and reduced by any amounts collected. 20. Interest was originally to be paid on this loan, but payments were suspended between 2001 and 2006, as a result of changes to the government’s budget. Interest accrued to 31 December 2008 was, instead, paid to Poste Italiane SpA from 2007. Poste Italiane | Annual Report Notes to the consolidated financial statements 163 • 23,482 thousand euros relating to Poste Vita SpA and relating to the subscription of and payment for units of mutual investment funds; • 9,677 thousand euros due from a counterparty declared bankrupt in 2008, after write-downs of 8,777 thousand euros. This refers to 9,000 thousand euros due to Poste Vita SpA in relation to the redemption of matured securities, and to 677 thousand euros resulting from early extinguishment of two Interest Rate Swaps carried out by the Parent Company in accordance with the related contracts terms. AVAILABLE-FOR-SALE FINANCIAL ASSETS Available-for-sale financial assets break down as follows: 9.3 - Available-for-sale financial assets Item Balance at 31 Dec 2009 Equity instruments Fixed income instruments Mutual investment funds Fiduciary deposits Other investments Balance at 31 Dec 2008 72,753 44,136 26,029,452 18,109,812 1,583,250 91,001 1,247,784 100,476 Total 1,674,251 1,348,260 27,776,456 19,502,208 The following changes took place during the year: 9.4 - Changes in available-for-sale financial assets Equity instruments Fixed income instruments Other investments Total 77,611 285 6,580 (9,476) 107 (25,431) (5,540) 15,476,654 505,169 8,751,844 386,107 23,425 (63,480) (10,619) 332,794 (107,678) (7,184,404) 1,503,194 49,264 (204,323) 1,447 (1,322) - 17,057,459 505,454 8,807,688 172,308 23,532 (63,480) (10,619) 334,241 (134,431) (7,189,944) Balance at 31 December 2008 Investments of own liquidity Investments by insurance segment Fair value gains and losses through Equity Fair value gains and losses through profit or loss Transfers to the income statement Changes in amortised cost Accrued income Disinvestments of own liquidity Disinvestments by insurance segment 44,136 54 2,854 25,323 2,338 137 (2,089) 18,109,812 124,836 19,512,677 636,291 (103,121) 16,900 332,490 (420,586) (12,179,847) 1,348,260 246,376 82,263 261 (1,446) (1,463) 19,502,208 124,890 19,761,907 743,877 2,338 (102,984) 16,900 332,751 (422,032) (12,183,399) Balance at 31 December 2009 72,753 26,029,452 1,674,251 27,776,456 Balance at 1 January 2008 Investments of own liquidity Investments by insurance segment Fair value gains and losses through Equity Transfers to the income statement Impairments Changes in amortised cost Accrued income Disinvestments of own liquidity Disinvestments by insurance segment Consolidated financial statements 164 Financial instruments classified as Available-for-sale financial assets report an increase in fair value of 743,877 thousand euros for 2009. This amount reflects: • fair value gains of 726,204 thousand euros deriving from the measurement of securities held by Poste Vita SpA, with 729,525 thousand euros transferred to policyholders, whilst a contra-entry is made in technical provisions, without therefore having any impact on consolidated Equity; • net fair value gains of 17,673 thousand euros deriving from the measurement of other financial instruments, with 17,567 thousand euros on equity instruments, fixed income instruments and deposits held by the Parent Company. The sum of the above changes in the fair value of Available-for-sale financial assets during 2009 results in a net increase in the relevant Equity reserve of 14,352 thousand euros (note 22.1). Equity instruments Equity instruments primarily include: • 60,808 thousand euros relating to the fair value of 350,628 class B shares in MasterCard Incorporated (at 31 December 2008, 350,628 shares with a fair value of 34,134 thousand euros). In accordance with the issuer’s memorandum of association, the class B shares are convertible into class A shares, which are quoted on the New York Stock Exchange, at an exchange ratio of one for one from May 2010. During the year Poste Italiane SpA carried out forward sales of 150,000 shares in its portfolio, with settlement in 2010, with further forward sales of 50,000 shares carried out in early 2010 (note 9.6); • 4,500 thousand euros regarding the historical cost of the Parent Company’s 15% interest in Innovazione e Progetti ScpA, the value of which is unchanged with respect to the previous year. Fixed income instruments Fixed income instruments regard investments held by Poste Vita SpA, totalling 25,898,066 thousand euros (17,684,020 thousand euros at 31 December 2008). This refers to listed instruments with a face value of 25,118,099 thousand euros issued by European governments and major European companies. 24,792,262 thousand euros (17,154,762 thousand euros at 31 December 2008) of this amount is linked to separately managed accounts. Under the shadow accounting method applied, unrealised gains and losses on these instruments are entirely transferred to policyholders and recognised in technical provisions. The remaining amount regards the insurance Company’s investment of free capital. Changes during the year under review primarily regard modifications to the allocation of assets associated with Branch I policies, involving a gradual increase in Italian government securities compared with overseas government securities, whilst, however, maintaining the structural characteristics. This item also includes fixed income instruments with a value of 101,143 thousand euros purchased by the Parent Company and issued by Cassa Depositi e Prestiti SpA via a private placement with a face value of 100,000 thousand euros. Other investments Other investments regard: • units of mutual investment funds, primarily equity funds, with a value of 1,583,250 thousand euros (1,247,784 thousand euros at 31 December 2008) subscribed almost entirely by Poste Vita SpA and allocated to the insurance company’s separately managed accounts. The balance is made up by 3,271 thousand euros relating to the fair value of units of mutual investment funds held by the Parent Company; • a fiduciary deposit with a face value of 107,500 thousand euros, established by the Parent Company in 2002 and expiring on 5 July 2012, and paying interest at a floating rate: the fair value of the fiduciary deposit at 31 December 2009 is 91,001 thousand euros (100,476 thousand euros at 31 December 2008). The deposit was established on the assignment of an official rating to Poste Italiane SpA and represents liquidity reserves designed to guarantee bondholders and provide positive elements on which rating agencies can base their assessments 21. 21. At 31 December 2009 approximately 74% of the deposit is held as liquidity, with the remainder invested in bonds. The Parent Company has an option on the deposit which, in the event of exercise, guarantees the recovery of approximately 84% of the face value. In addition, the depositor has executed credit derivatives, where protection from certain issuers’ credit risk has been sold to third parties, with a notional value of 75 million euros. Poste Italiane | Annual Report Notes to the consolidated financial statements 165 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS Changes in financial assets at fair value through profit or loss were as follows in 2008 and 2009: 9.5 - Changes in financial assets at fair value through profit or loss Fixed income instruments Structured bonds 1,397,485 350,181 (165,653) 9,770 (386,549) Balance at 1 January 2008 Other investments Total 10,326,668 480,767 12,204,920 3,067,033 (1,109,889) 4 (2,307,035) 193,812 24,714 (54,379) 3,611,026 (1,250,828) 9,774 (2,747,963) 1,205,234 9,976,781 644,914 11,826,929 749,013 108,013 1,286 (797,414) 2,235,902 994,827 (4,437,717) 67,867 24,612 (135,764) 3,052,782 1,127,452 1,286 (5,370,895) 1,266,132 8,769,793 601,629 10,637,554 Additions/Disbursements Fair value gains and losses through profit or loss Accrued income Reductions/settlement of accrued income Balance at 31 December 2008 Additions/Disbursements Fair value gains and losses through profit or loss Accrued income Reductions/settlement of accrued income Balance at 31 December 2009 Financial instruments classified as at fair value through profit or loss are held by the subsidiary, Poste Vita SpA and regard: • fixed income instruments of 1,266,132 thousand euros (1,205,234 thousand euros at 31 December 2008), consisting of 727,241 thousand euros in coupon stripped BTPs covering obligations associated with Branch III insurance policies issued during the year, with the balance primarily made up of corporate bonds issued by blue-chip companies and primarily linked to separately managed accounts in Branch I; • structured bonds of 8,769,793 thousand euros (9,976,781 thousand euros at 31 December 2008) relating to investments whose returns are linked to the performances of particular market indexes, primarily designed to cover the insurance company’s obligations to the holders of Branch III index-linked policies; the item also includes instruments issued by the securitisation vehicle, Programma Dinamico SpA, with a fair value of 333,946 thousand euros (900,672 thousand euros at 31 December 2008); • other investments totalling 601,629 thousand euros (644,914 thousand euros at 31 December 2008) regarding units of mutual investment funds primarily acquired to cover obligations to the holders of Branch III unit-linked policies. DERIVATIVE FINANCIAL INSTRUMENTS Changes in derivative assets and payable are as follows: 9.6 - Changes in derivative financial instruments Note Balance at 1 January Purchases Fair value gains and losses Differentials due Balance at 31 December of which: Derivative assets Derivative liabilities Consolidated financial statements [22.1] [9.1] [26.1] 2009 Fair value through Cash flow Fair value profit or hedging hedging loss 2008 Total Cash flow Fair value hedging hedging Fair value through profit or loss Total (2,261) 4,278 (2,286) (3) (2,320) 9 (28,083) 41,760 8,230 3 (30,347) 41,760 10,188 (2,274) 1,507 (1,398) (2,370) 17 12,374 (12,394) 4,688 6,212 (25,278) (14,302) (7,493) (22,257) (269) (2,314) 21,910 19,327 (2,261) (3) (28,083) (30,347) (269) 17 (2,331) 35,073 (12,489) 35,090 (15,089) 1,140 (3,401) (3) 12,229 13,369 (40,312) (43,716) 166 Cash flow hedges At 31 December 2009 outstanding derivative financial instruments with a fair value of 269 thousand euros consist exclusively of two currency forwards executed in March 2007 by Mistral Air SpA in order to hedge the foreign exchange risk linked with a notional amount of 8.9 million US dollars. This sum relates to the fees payable to suppliers for the lease of three aircraft. Changes in fair value during the year and the value of accrued differentials reported in table 9.6 regard: • the above two currency forwards and a third currency forward that expired on 31 December 2009; • seven Interest Rate Swaps (IRSs) executed by the Parent Company and expiring on 15 September 2009. These swaps, with a notional amount of 295 million euros, were executed to hedge interest payments on the EIB loan of 400 million euros extinguished on maturity on 15 September 2009 (note 26.3); • an Interest Rate Swap (IRS) executed by the Parent Company and expiring on 30 July 2009. The swap was executed to hedge cash inflows from fixed income securities with a face value of 100 million euros, redeemed by the issuer on 30 July 2009. Fair value hedges The asset balance consists of a forward sale contract, with a notional amount of 0.5 million US dollars, executed by Mistral Air Srl to hedge the value of a guarantee deposit paid. The balance of liabilities, regarding the Parent Company, consist of: • 1,527 thousand euros representing the fair value of two forward sale contracts, with settlement on 30 April 2010, regarding 150,000 class B shares in Mastercard Incorporated executed on 9 November and 2 December 2009 to hedge the exposure of these shares to price risk; • 804 thousand euros representing the fair value of two forward sale contracts for US dollars executed on 9 November and 7 December 2009 to hedge the sale price of the above 150,000 shares. In early 2010 the Parent Company agreed further forward sales of 50,000 class B shares in Mastercard Incorporated, settled on 30 April 2009. Foreign currency hedges were also executed in this regard. Derivative financial instruments at fair value through profit or loss At 31 December 2009 outstanding transactions primarily regard warrants and forward purchases of securities or warrants executed by the insurance company, Poste Vita SpA to cover obligations associated with Branch I and Branch III policies already distributed or in the process of being distributed, in addition to forward currency sales to hedge the redemption values at maturity of securities covering insurance policy obligations. The following transactions took place during 2009: • the settlement of forward transactions executed in 2008 regarding the conversion of the “Classe 3A Valore Reale” and “Ideale” index-linked products into Branch I policies (note 3 – Reputational risk); • extinguishment of currency forwards outstanding at 31 December 2008, except for a forward sale contract of 3.1 million US dollars executed to hedge the redemption values at maturity of securities denominated in this currency; at 31 December 2009 these instruments record fair value losses of 21 thousand euros; • the purchase, at a price of 41,760 thousand euros, of Index Linked Secured Limited Recourse Warrants with a notional value of 800 million euros, in order to hedge the indexed component of returns on the new Branch III “Alba” policy, issued during the year; at 31 December 2009 the warrant records fair value gains of 34,880 thousand euros; • the execution of 51 forward BTP purchase contracts with a total notional amount of 2,125 thousand euros, which, at 31 December 2009, includes: 422 thousand euros hedging obligations associated with Branch I policies (primarily the “Posta Poste Italiane | Annual Report Notes to the consolidated financial statements 167 Valore Più” separate portfolio product), recording fair value losses of 1,415 thousand euros (the balance of fair value losses of 1,476 thousand euros and fair value gains of 61 thousand euros); and 1,703 thousand euros hedging obligations associated with the new Branch III “Terra” policy in the process of being distributed, recording fair value losses of 6,132 thousand euros; • the forward purchase of Index Linked Warrants with a notional value of 1,500 million euros to hedge the indexed component of returns on the new Branch III “Terra” policy in the process of being distributed at 31 December 2009; at this date the fair value of the forward purchase records a loss of 4,860 thousand euros. 10 - DEFERRED TAXES The following table shows deferred tax assets and liabilities: 10.1 - Deferred taxes Item Deferred tax assets Deferred tax liabilities Total Balance at 31 Dec 2009 Balance at 31 Dec 2008 644,844 (417,328) 641,285 (310,226) 227,516 331,059 The nominal tax rates are 27.5% for IRES and 3.90% for IRAP (+/- 0.92% as a result of regional surtaxes and/or relief). Changes in deferred tax assets and liabilities are shown below: 10.2 - Changes in deferred tax assets and liabilities Item Balance at 1 January Deferred tax income/(expenses) recognised in profit or loss Deferred tax income/(expenses) recognised in Equity Direct transfers to current tax assets Change in basis of consolidation Balance at 31 December 2009 2008 331,059 91,332 (168,764) (26,111) - 207,206 192,273 (68,005) (415) 227,516 331,059 The balance deferred tax assets and liabilities recognised in profit and loss in the year under review includes non-recurring income deriving from recalculation by the Parent Company and certain subsidiaries of deferred taxes, as a result of the realignment of the tax bases of assets and liabilities and their carrying amounts, as provided for by article 15 of the socalled Decreto Anticrisi (Legislative Decree 185) of 29 November 2008. It also reflects the recognition of deferred tax assets following Postel SpA’s decision to frank goodwill with a value, solely for tax purposes, of 60,035 thousand euros, as described more fully in note 42. The following table shows a breakdown of changes in deferred tax assets and liabilities according to principal event that generated the movement. Consolidated financial statements 168 10.3 - Changes in deferred tax assets Item Property Fees Financial plant and to be assets and equipment amortised liabilities Balance at 1 January 2008 61,361 Deferred tax income/(expenses) recognised in profit or loss (12,575) Deferred tax income/(expenses) recognised in Equity Change in basis of consolidation Balance at 31 December 2008 48,786 Deferred tax income/(expenses) recognised in profit or loss (652) Deferred tax income/(expenses) recognised in profit or loss on realignment 18,851 Deferred tax income/(expenses) recognised in Equity Balance at 31 December 2009 66,985 Provisions adjustments to assets Accum. and charges Trade for liabilities Staff and other receivables Other costs Total 22,003 136,537 90,213 185,656 33,108 33,327 7,977 570,182 (6,860) (9,464) 30,431 84,546 (6,013) 2,668 (93) 82,640 15,143 (11,243) 115,830 120,644 10 270,212 27,095 35,995 130 (434) 7,580 (11,113) (424) 641,285 (11,272) 39 4,555 7,125 63 (24,416) 14,545 (10,013) - (5,952) (27) (378) (4,944) (2,298) - 5,252 3,871 8,431 118,348 125,172 276,959 22,214 9,281 (111) 22,014 8,320 644,844 Deferred tax assets represent the benefit expected to derive from reduced future tax charges due to temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. They primarily reflect the expected benefit of the future deductibility of certain provisions for liabilities (276,959 thousand euros), of adjustments to assets (125,172 thousand euros), of the impairment and discounting of trade receivables (22,214 thousand euros), of amounts due to staff (9,281 thousand euros), and of fee income payable to Poste Vita SpA and deferred, in application of IAS 18, over the term of individual policies (3,871 thousand euros). Deferred tax assets also reflect temporary differences arising between the tax bases of financial assets and liabilities their carrying amounts, as a result of application of IAS 39 (118,348 thousand euros). Finally, deferred tax assets on Property, plant and equipment (66,985 thousand euros) primarily regard the properties transferred from Poste Italiane to the subsidiary, EGI SpA, in 2001, recognising the deferred tax benefits generated by calculation, at the time of the transfer, of taxation on the higher taxable value recognised for Investment property, and the deferred tax assets recognised following Postel SpA’s decision to frank goodwill. 10.4 - Changes in deferred tax liabilities Item Property, Financial plant and Intangible assets and Deferred equipment assets liabilities gains Balance at 1 January 2008 143,562 Deferred tax income/(expenses) recognised in profit or loss 8,676 Deferred tax expenses/(income) recognised in Equity Deferred tax expenses/(income) recognised in profit or loss (franking of off-book deductions) (104,436) Deferred tax expenses/(income) recognised in Equity (franking of off-book deductions) Change in basis of consolidation Balance at 31 December 2008 Deferred tax income/(expenses) recognised in profit or loss Deferred tax income/(expenses) recognised in profit or loss on realignment Deferred tax income/(expenses) recognised in Equity Direct transfers to current tax assets Balance at 31 December 2009 Poste Italiane | Annual Report Discounted staff termination benefits Other Total 77,521 6,971 (5,757) (1,721) (26,327) 37 362,976 38,365 70,529 31,295 2,041 - 83,497 27,794 96,819 20,130 7,332 - (24,057) - - (17,629) (1,876) (147,998) - - - (13,637) (9) - (13,637) (9) 47,802 4,128 9,279 3,089 208,110 (11,145) 27,462 (5,549) 14,162 5,079 3,411 84 310,226 (4,314) (46,887) - - (122) 177,071 - - (44,675) 13 26,111 (95) - (91,779) 177,084 26,111 5,043 12,368 373,914 21,913 690 3,400 417,328 Notes to the consolidated financial statements 169 Deferred tax liabilities reflect the benefit obtained as the result of a lower current tax charge due to temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. These liabilities primarily refer to taxable temporary differences arising between the tax bases of financial assets and liabilities their carrying amounts, as a result of application of IAS 39 (373,914 thousand euros). The increase during 2009 is due to changes in the fair value reserve described in note 22.1. Deferred tax liabilities also derive from taxable temporary differences between the tax bases and carrying amounts of intangible assets (12,368 thousand euros) and property, plant and equipment (5,043 thousand euros), and from the deferral of gains (21,913 thousand euros). At 31 December 2009 and 2008 deferred tax assets and liabilities recognised directly in Equity are as follows: 10.5 - Deferred tax assets and liabilities recognised in Equity Increases/(Decreases) in Equity 2009 2008 Item Fair value reserve for available-for-sale financial assets Cash flow hedge reserve for hedging derivatives Actuarial gains/(losses) on staff termination benefits Actuarial gains/(losses) on staff termination benefits from franking of off-book deductions in previous years (169,712) 1,072 (124) (79,358) (28,848) 26,564 - 13,637 Totale (168,764) (68,005) From 2009 actuarial gains or losses accruing on staff termination benefits within the limits established by tax regulations give rise to the recognition of current taxes accounted for directly in Equity. For this reason, as described in notes 10.2 and 10.4, a portion of the reduced charge for deferred tax expenses in 2008, amounting to 26,111 thousand euros, deriving from the Parent Company’s actuarial losses for that year, was recognised in 2009 as a direct reduction in current tax expenses paid. Current tax expenses on actuarial gains on staff termination benefits for 2009 amount to 13,704. As a result, the total tax charge accounted for in Equity is 182,468 thousand euros. 11 - OTHER NON-CURRENT ASSETS 11.1 - Other non-current assets Item Note Long-term portion of trade receivables due from Public Sector entities Long-term portion of receivables due from staff under fixed-term contracts settlement of 2006 Long-term portion of receivables due from staff under fixed-term contracts settlement of 2008 Long-term portion of receivables due from IPOST under fixed-term contracts settlements of 2006-2008 Provisions for doubtful debts due from staff [13.2] Prepaid taxes Guarantee deposits paid to suppliers Third-party deposits in Postal Savings Books registered in the name of Poste Italiane SpA Technical provisions for claims attributable to reinsurers Total Consolidated financial statements Balance at 31 Dec 2009 Balance at 31 Dec 2008 254,315 281,169 43,758 65,975 140,843 90,428 51,384 (2,189) (2,189) 233,796 340,133 6,073 154,214 244,600 5,476 3,101 1,326 838,744 3,248 234 688,941 170 Trade receivables are described in note 13. The long-term portion of receivables due from staff under fixed-term contracts settlements consists of salaries and the relevant contributions to be recovered following the agreements of 13 January 2006 and 10 July 2008 between the Parent Company and the labour unions, regarding the re-employment by court order of staff previously employed on fixed-term contracts. As shown in the following table, these receivables regard the total residual present value of amounts due from staff and the pension fund, IPOST, at 31 December 2009, totalling 302,937 thousand euros (after provisions for doubtful debts). Amounts due from staff are recoverable in the form of variable instalments, the last of which is due in 2029. Under an agreement reached with IPOST on 23 December 2009, contributions are to be recovered in straight-line six-monthly instalments, the last of which is due in 2014. 11.2 - Receivables due from staff under fixed-term contracts settlement 31 Dec 2009 Item Non-current assets 31 Dec 2008 Current assets Total Face value Non-current assets Current assets Total Face value Receivables due from staff under agreement of 2006 (1) Receivables due from staff under agreement of 2008 (2) Receivables due from IPOST3 (3) Provisions for doubtful debts 43,758 16,375 60,133 66,974 65,975 19,701 85,676 96,883 140,843 51,384 (2,189) 38,923 13,843 - 179,766 65,227 (2,189) 213,159 69,215 - 90,428 (2,189) 64,565 - 154,993 (2,189) 176,889 - Total 233,796 69,141 302,937 154,214 84,266 238,480 (1) Discounted on the basis of the forward interest rate curve for government securities in issue at 30 June 2006. (2) Discounted on the basis of the forward interest rate curve for government securities in issue at 31 December 2008 in the case of individual agreements entered into in 2008, and on the basis of the forward interest rate curve for government securities in issue at 30 June 2009 for individual agreements entered into in the first half of 2009. (3) Discounted on the basis of the forward interest rate curve for government securities in issue at 31 December 2009. The current portion of 69,141 thousand euros is accounted for in Other current receivables and assets (note 15). Prepaid taxes include 339,986 thousand euros relating to a total receivable of 373,450 thousand euros (including 33,464 thousand euros accounted for in Current assets, as described in note 15.1), representing advance payment by Poste Vita SpA of withholding tax and substitute tax on capital gains on life assurance policies for the years 2005 to 2009. Of this amount, the sum of 95,520 thousand euros, calculated on the basis of provisions at 31 December 2009, regards the amount still to be paid and accounted for in Other tax liabilities (note 29.4). 12 - INVENTORIES Net inventories break down as follows: 12.1 - Inventories Item Balance at 31 Dec 2009 Balance at 31 Dec 2008 Increase/(Decrease) Work in progress, semi-finished and finished goods and goods for resale Properties held for sale Raw, ancillary and consumable materials Work in progress 23,940 11,680 8,888 8,087 25,106 11,680 8,606 8,087 (1,166) 282 - Total 52,595 53,479 (884) Poste Italiane | Annual Report Notes to the consolidated financial statements 171 Work in progress, semi-finished and finished goods and goods for resale primarily refer to stocks of goods to be sold by Poste Shop SpA, which are primarily held in stock at post offices, and stationary and forms used in the Postel Group’s eprocurement activities. Properties held for sale regard a number of properties in EGI SpA portfolio that are to be sold. The fair value of these properties at 31 December 2009 amounts to approximately 83 million euros and is unchanged with respect to 31 December 2008. Raw, ancillary and consumable materials primarily include the materials used by the Postel Group for printing and enveloping, and the SIM cards and scratch cards used by PosteMobile SpA and mainly held in stock at post offices. Work in progress refers to the value of a long-term contract awarded to the BRPOSTAL consortium, of which the Postel Group is a member, regarding the sale of an integrated hybrid e-mail platform in Brazil. Work on this contract, which was halted in 2006 for reasons beyond the consortium’s control and then re-started, was again suspended by the Brazilian authorities in 2007, due to alleged irregularities in the tender process organised by the Brazilian Post Office (Empresa Brasileira de Correios e Telegrafos-ECT ). In 2008 the Brazilian authorities recommended that ECT cancel the contract award. The consortium filed appeal against cancellation of the contract, but this was ruled inadmissible due to a procedural irregularity. In view of the inadmissibility of the appeal and the impossibility, therefore, that the contract may once again enter into effect, Postel SpA is considering whether or not to wind up the consortium. At the same time, the company has reserved the right to verify whether or not it has grounds to take action against the lead contractor, American Banknote Ltda, who was responsible for filing the appeal beyond the time limit. In compliance with paragraph 32 of IAS 11, in 2007 Postel SpA made provisions for contract risks (note 24.2). Based on the information currently available, the provisions are held to be sufficient to cover the risk of a potential breach of contract by the Brazilian customer. 13 - TRADE RECEIVABLES Trade receivables break down as follows: 13.1 - Trade receivables Balance at 31 Dec 2009 Item Customers Parents Subsidiaries Associates Joint ventures Prepayments to suppliers Total Consolidated financial statements Non-current assets Current assets 254,315 254,315 Balance at 31 Dec 2008 Total Non-current assets Current assets Total 3,044,101 1,124,197 4,691 2,749 2,154 60 3,298,416 1,124,197 4,691 2,749 2,154 60 281,169 - 2,659,225 903,515 4,646 3,104 3,049 133 2,940,394 903,515 4,646 3,104 3,049 133 4,177,952 4,432,267 281,169 3,573,672 3,854,841 172 CUSTOMERS These items break down as follows: 13.2 - Customers Balance at 31 Dec 2009 Non-current assets Current assets Cassa Depositi e Prestiti Overseas correspondents Ministries and public entities 254,315 Users of telegraphic services Unfranked mail delivered on behalf of third parties and other valued added services Parcel, express courier and express parcel services Property management Other trade receivables Provisions for doubtful debts Total Item 254,315 Balance at 31 Dec 2008 Total Non-current assets Current assets Total 938,601 232,337 1,042,314 45,252 938,601 232,337 1,296,629 45,252 281,169 - 755,381 250,354 927,941 46,811 755,381 250,354 1,209,110 46,811 434,946 434,946 - 442,245 442,245 146,672 21,090 448,089 (265,200) 146,672 21,090 448,089 (265,200) - 143,299 31,880 341,925 (280,611) 143,299 31,880 341,925 (280,611) 3,044,101 3,298,416 281,169 2,659,225 2,940,394 Cassa Depositi e Prestiti This regards 918,045 thousand euros in accrued fees for the management of postal savings accounts in 2009, with the remainder regarding previous years. Overseas correspondents 231,506 thousand euros regards amounts due to the Parent Company from overseas correspondents for postal services carried out on behalf of overseas postal operators, whilst 831 thousand euros derives from international telegraphic services. Ministries and public entities These items regard amounts due from the following entities: • Cabinet Office - Publishing department: 750,643 thousand euros due to the Parent Company, corresponding to a face value of 801,136 thousand euros, relating to publisher tariff subsidies for the financial years from 2001 to 2009. The receivable is accounted for at its present value to take account of the time it is expected to take to collect the amount due in accordance with the regulations in force and the information available. For this reason, the sum of 254,315 thousand euros (corresponding to a face value of 304,809 thousand euros) is classified in Other non-current assets (note 11.1). In accordance with a specific Cabinet Office Decree issued in 2009, the collection of 44,449 thousand euros has been further postponed and is now to be paid over the next seven years, resulting in recognition of a loss of 4,431 thousand euros as an effect of further discounting of the sum due; • 99,043 thousand euros due from INPS and INAIL, including 73,979 thousand euros due for the payment of pensions and attributable entirely to 2009, and 20,037 thousand euros due to the subsidiary, Poste Link Scrl for the Contact Centre service; • 72,250 thousand euros due to the Parent Company from the tax authorities, primarily deriving from the postage of Poste Italiane | Annual Report Notes to the consolidated financial statements 173 • • • • • • unfranked mail (17,247 thousand euros), the collection of tax returns (14,771 thousand euros), integrated mail services (11,726 thousand euros), the collection of Government taxes (9,028 thousand euros), and the payment of tax rebates (8,029 thousand euros); 54,958 thousand euros due to the Parent Company from the Ministry for Economic Development, including 51,232 thousand euros as reimbursement of the costs associated with the management of property, vehicles and security (including 3,213 thousand euros in amounts accrued during the year); 44,734 thousand euros payable to the Parent Company by the Ministry of Justice, primarily for the delivery of legal process (23,352 thousand euros) and for the payment service for legal system expenses (19,229 thousand euros); 35,353 thousand euros due to the Parent Company from the Ministry of Internal Affairs, including 17,704 thousand euros as payment for the franking of mail on credit and 17,649 thousand euros for integrated notification services; 29,778 thousand euros due from the Municipality of Rome, including 28,561 thousand euros due to the Parent Company for the delivery of legal process and 1,217 thousand euros due to Poste Link Scrl for the Contact Centre service; 15,665 thousand euros due from the Municipality of Milan to the Parent Company, primarily for the delivery of legal process; 15,367 thousand euros due to the Parent Company from Lazio Regional Authority, primarily for the delivery of legal process. Users of telegraphic services These receivables regard telegrams ordered by telephone (34,196 thousand euros) and other telegraphic services (11,056 thousand euros). Unfranked mail delivered on behalf of third parties and other value added services 288,212 thousand euros of this item regards receivables deriving from the Bulk Mail service and other value added services, whilst a further 146,734 thousand euros regards receivables deriving from the delivery of unfranked mail on behalf of third parties. Parcel, express courier and express parcel services These receivables refer to services provided by the subsidiary, SDA Express Courier SpA, and to the mailing of parcels by the Parent Company. Property management These receivables primarily derive from the sale of residential and commercial properties, and from the lease of commercial and residential properties and units housing canteens and bars. The sum of 7,222 thousand euros regards the subsidiary, EGI SpA, including 4,243 thousand euros in rental income due from the Ministry of the Economy and Finance. Other trade receivables Other trade receivables primarily include the following items relating to the Parent Company: • fees and charges due from current account holders, totalling 145,158 thousand euros; • receivables deriving from the sale of insurance and banking products, and from personal loans, overdrafts and mortgages disbursed on behalf of third parties (120,158 thousand euros); • receivables deriving from unfranked mail on own behalf (37,886 thousand euros); • receivables deriving from the distribution of telephone directories (12,277 thousand euros). Consolidated financial statements 174 Provisions for doubtful debts Changes in provisions for doubtful debts are as follows: 13.3 - Changes in provisions for doubtful debts Item Balance at Net Deferred 1 Jan 2008 provisions revenues Change in basis of Balance Net Deferred Uses consolidation 31 Dec 2008 provisions revenues Change in basis of Balance Uses consolidation 31 Dec 2009 Overseas postal operators 6,646 Public Sector entities 125,836 Private customers 86,739 46,362 10,470 3,213 1,144 (4,680) (23) 6,646 175,411 93,650 1,613 (23,558) 5,368 3,213 (1,426) 970 (2,423) - 8,259 153,640 97,565 For overdue interest 219,221 4,438 56,832 2,939 4,357 (4,680) - (2,473) (23) - 275,707 4,904 (16,577) 2,861 4,183 (3,849) - (2,029) - 259,464 5,736 Total 223,659 59,771 4,357 (7,153) (23) 280,611 (13,716) 4,183 (5,878) - 265,200 Net provisions (releases of provisions) for doubtful debts are accounted for in the income statement in Other operating costs (note 40.1), or, if referring to receivables accruing during the year, via deferral of the related revenues. Provisions regarding amounts due from Public Sector entities regard amounts that may not be recoverable as a result of legislation restricting public spending, delays in payment and problems at debtor entities. A portion of these provisions, totalling 26,490 thousand euros, was released to the income statement in 2009, following collection of certain items originally held to be unrecoverable. PARENTS Amounts receivable entirely regard trade receivables due to the Parent Company from the Ministry of the Economy and Finance. The following table shows a breakdown: 13.4 - Trade receivables due from parents Item Universal Service Remuneration of current account deposits Publisher tariff and electoral subsidies Payment for delegated services Payment for distribution of euro coins Other Provisions for doubtful debts due from parents Total Balance at 31 Dec 2009 Balance at 31 Dec 2008 841,503 201,778 109,064 36,322 6,026 6,734 (77,230) 469,673 343,157 60,233 56,037 6,950 21,484 (54,019) 1,124,197 903,515 Universal Service subsidies include 371,830 thousand euros representing the amount accrued during 2009, 363,636 thousand euros referring to the amount accrued in 2008, and 33,642, 63,722 and 8,663 thousand euros regarding residual amounts accrued in 2007, 2006 and 2005. Whilst awaiting finalisation of a number of addenda to the Contratto di Programma (Planning Agreement) for the period 2006-2008 dated 17 September 2008, and due to restrictions on public spending, no amounts in the form of Universal Service subsidies were collected in 2009. The remuneration of current account deposits refers entirely to amounts accruing in 2009 and almost entirely regards the deposit of funds deriving from accounts opened by Public Sector entities. Poste Italiane | Annual Report Notes to the consolidated financial statements 175 Electoral subsidies include 67,441 thousand euros accruing in 2009, with the remainder attributable to previous years. At 31 December 2009 these receivables have not been budgeted for by the Government. Payments for delegated services regard fees for treasury services carried out on behalf of the State under the recently renewed Agreement with the MEF. 28,350 thousand euros regards amounts accruing in 2009, which 7,972 thousand euros regards the residual amount due for 2008 and 2007. Payment due for the distribution of euro coins includes 6,026 thousand euros for the supply and delivery of euro converters, carried out at the time on behalf of the Cabinet Office. As in 2008, these receivables have not been budgeted for by the Government. Other receivables due from parents essentially refer to the transport and franking of mail on credit and services linked to the “Social Card”. 13.5 - Changes in provisions for doubtful debts Balance at Deferred 1 Jan 2008 Provisions revenues Provisions for doubtful debts 7,874 46,145 - Balance at Deferred Uses 31 Dec 2008 Provisions revenues - 54,019 23,211 - Uses Balance at 31 Dec 2009 - 77,230 As in 2008, provisions for doubtful debts due from parents take account, overall, of the potential impact of legislation and other policies regarding the government’s management of the public finances, which could make it difficult to collect receivables recognised on the basis of legislation, contracts and agreements in force at the time of recognition. The provisions reflect the best estimate of unrecoverable amounts in view of the fact that these receivables have not been budgeted for by the government and based on the related financial effects. SUBSIDIARIES Trade receivables due from unconsolidated subsidiaries are as follows: 13.6 - Trade receivables due from subsidiaries Name Balance at 31 Dec 2009 Balance at 31 Dec 2008 Poste Tributi ScpA Docutel SpA Consorzio Poste Contact Poste Assicura SpA Address Software Srl Poste Voice SpA Consorzio Poste Welfare - in liquidation 1,568 1,535 982 364 144 98 - 1,029 1,831 983 444 246 88 25 Total 4,691 4,646 ASSOCIATES This item amounts to 2,749 thousand euros (3,104 thousand euros at 31 December 2008) and primarily includes amounts due from minor companies owned by SDA Express Courier SpA. Consolidated financial statements 176 JOINT VENTURES This item amounts to 2,154 thousand euros (3,049 thousand euros at 31 December 2008) and includes the portion of a receivable due from Italia Logistrica Srl not accounted for using proportionate consolidation. 14 - CURRENT TAX ASSETS Under IAS 12 – Income taxes, IRES and IRAP credits are accounted for less the corresponding Current tax liabilities, given that they are taxes applied by the same tax authority to the same taxable entity, which has a legally enforceable right to offset and intends to exercise this right. A breakdown is as follows: 14.1 - Current tax assets Item Balance at 31 Dec 2009 Balance at 31 Dec 2008 IRES credits Credit due to claim for IRES rebate IRAP credits 5,247 38,042 7,069 7,942 27,300 7,821 Total 50,358 43,063 The credit due to a claim for an IRES rebate, totalling 38,042 thousand euros at 31 December 2009, is primarily attributable to the Parent Company. It refers to excess taxation paid by the Company as a result of the non-deductibility of 10% of IRAP between 2003 and 2007. The right to a rebate of 27,300 thousand euros for the period 2003-2006 was recognised in 2008, as the specific claim filed previously was upheld pursuant to art. 6 of the Law Decree of 29 November 2008, converted into Law 2 of 28 January 2009. The right to a rebate of a further 10,742 thousand euros was recognised in 2009 following submission of a claim for 2007. 15 - OTHER CURRENT RECEIVABLES AND ASSETS These items break down as follows: 15.1 - Other current receivables and assets Item Prepaid taxes Receivables due from others Provisions for doubtful debts due from others Other amounts due from subsidiaries Accrued income and prepaid expenses from trading transactions Total Poste Italiane | Annual Report Balance at 31 Dec 2009 Balance at 31 Dec 2008 274,901 279,582 353,033 352,028 (131,566) (111,573) 49 73 9,921 10,504 506,338 530,614 Notes to the consolidated financial statements 177 PREPAID TAXES These primarily include 226,958 thousand euros in advances that the Parent Company has paid to the tax authorities, including 188,810 thousand euros in stamp duty to be paid in virtual form in 2010, and 38,148 thousand euros as withholding tax on interest paid to current account holders for 2009. A further 33,464 thousand euros regards tax credits attributable to Poste Vita SpA, as described in note 11.1. RECEIVABLES DUE FROM OTHERS These primarily regard: • 92,379 thousand euros (69,574 thousand euros at 31 December 2008) payable to BancoPosta by the heirs of INPS pensioners, following the collection of pension payments after the death of the pensioners concerned; • 69,141 thousand euros (84,266 thousand euros at 31 December 2008) relating to the current portion of the receivable described in note 11.2 and due from staff previously employed on fixed-term contracts, who have been subsequently reemployed after acceptance of the union agreements of 13 January 2006 and 10 July 2008; • 63,158 thousand euros deriving from the recharging of third-party postal current account holders of stamp duty paid by the Parent Company in virtual form in accordance with existing legislation (63,157 thousand euros at 31 December 2008); • amounts to be recovered by BancoPosta from the holders of postal savings books, totalling 14,929 thousand euros (16,530 thousand euros at 31 December 2008), due to transactions in the process of being settled; • 13,079 thousand euros in amounts stolen from the Parent Company in December 2007 as a result of an attempted fraud. This amount is currently held by an overseas bank and may only be recovered once completion of the necessary legal formalities enables it to be released and returned to Poste Italiane SpA. The estimated time it will take to collect this receivable was taken into account when updating provisions for doubtful debts for 2009; • 12,327 thousand euros (22,694 thousand euros at 31 December 2008) due from ministries and Public Sector entities in the form of pay and contributions for personnel seconded to them by Poste Italiane SpA 22. PROVISIONS FOR DOUBTFUL DEBTS DUE FROM OTHERS Changes in provisions for doubtful debts are as follows: 15.2 - Changes in provisions for doubtful debts due from others Item Sundry receivables attributable to BancoPosta Public Sector entities for sundry services Other Total Balance at 1 Jan 2008 Provisions Uses Balance at 31 Dec 2008 Provisions Uses Balance at 31 Dec 2009 68,685 20,325 11,227 17,437 (6,779) 737 (18) (41) 86,104 13,546 11,923 21,374 (2,095) 902 (171) (17) 107,307 11,451 12,808 100,237 11,395 (59) 111,573 20,181 (188) 131,566 Provisions for sundry receivables attributable to BancoPosta regard amounts that the Group is expected to have difficulty in recovering from private customers for transactions to be settled. Provisions for amounts due from Public Sector entities regard accrued payments for the Parent Company’s staff seconded to ministries and Public Sector entities. A portion of these provisions was released to the income statement in 2009, following collection of certain items originally held to be unrecoverable. 22. During 2009 the number of seconded staff gradually fell from 24 at 1 January to 18 at 31 December. Consolidated financial statements 178 16 - ASSETS AND LIABILITIES ATTRIBUTABLE TO BANCOPOSTA These items refer to the balances of financial transactions carried out by the Parent Company pursuant to Presidential Decree 144/2001. In particular, these transactions regard management of the liquidity deposited in postal current accounts, carried out under the BancoPosta name, but subject to restrictions on the investment of such liquidity in compliance with the applicable legislation. The transactions also regard the management of collections and payments in the name and on behalf of third parties. These include the collection of postal savings (savings books and savings certificates), carried out on behalf of Cassa Depositi e Prestiti and the MEF, and services delegated by Public Sector entities. Among other things, these transactions involve the use of cash advances from the Italian Treasury and the recognition of receivables awaiting financial settlement. The specific agreement with the MEF, which was renewed by Ministerial Decree on 18 June 2009 and is valid until 31 December 2010, requires BancoPosta, from 1 July 2009, to provide daily statement of cash flows, with a delay of one bank working day with respect to the transaction date. Until 30 June 2009, under the previous agreement the delay was 3 working days. The liquidity deriving from current account deposits by Public Sector entities must be invested with the MEF and is remunerated at a floating rate in accordance with the specific agreement with the MEF approved by Ministerial Decree on 7 April 2009 and valid until 31 December 2010. This agreement applies the European Commission’s Decision of 16 July 2008. In compliance with the 2007 Budget Law, with effect from 2007 the Parent Company is required to invest the funds raised from deposits paid into postal current accounts by private customers in euro area government securities. The above agreement with the MEF for treasury services, which was renewed on 18 June 2009, has confirmed that a limited portion of the funds deriving from deposits paid into postal current accounts by private customers may be invested in a specific account held at the MEF (the so-called Buffer Account). This is done with the aim of ensuring a certain flexibility with regard to investments in view of daily movements in amounts payable to current account holders. These deposits are remunerated at a rate equal to the average yield on Short-term Italian Treasury Certificates (BOT) in the relevant six-month period. ASSETS ATTRIBUTABLE TO BANCOPOSTA These assets are shown less the Group’s liquidity (note 16.7) and include: 16.1 - Assets attributable to BancoPosta Item Balance at 31 Dec 2009 Balance at 31 Dec 2008 Investments in securities Derivative financial instruments Amounts due from the MEF Amounts due from the Italian Treasury Other receivables Cash and cash equivalents 28,458,973 40,969 8,320,632 839,808 706,910 2,660,696 26,765,256 67,352 6,336,538 2,775,665 1,434,826 2,319,734 Total assets attributable to BancoPosta 41,027,988 39,699,371 Poste Italiane SpA’s own liquidity held in postal current accounts (1,515,829) (790,180) Total 39,512,159 38,909,191 Investments in securities This item regards investments in fixed income euro area government securities with a face value of 27,307,350 thousand euros, including 27,101,350 thousand euros invested in Italian government bonds, 115,000 thousand euros invested in French government bonds (“OAT”) and 91,000 thousand euros invested in German government bonds. Poste Italiane | Annual Report Notes to the consolidated financial statements 179 Investments break down as follows: 16.2 - Investments in securities Maturing within 12 months between 1 and 5 years over 5 years Total Face value Held-to-maturity (HTM) Available-for-sale (AFS) Held for trading (FVPL) Balance at 31 December 2008 1,309,278 926,088 551,195 2,786,561 5,263,433 5,384,927 498,524 11,146,884 6,053,282 6,682,648 95,881 12,831,811 12,625,993 12,993,663 1,145,600 26,765,256 12,519,800 12,630,200 1,150,000 26,300,000 Held-to-maturity (HTM) Available-for-sale (AFS) Held for trading (FVPL) Balance at 31 December 2009 1,320,679 1,322,486 104,021 2,747,186 5,423,361 5,777,388 11,200,749 6,543,072 7,967,966 14,511,038 13,287,112 15,067,840 104,021 28,458,973 13,114,650 14,092,700 100,000 27,307,350 Securities The composition of this portfolio aims to replicate the financial structure of deposits paid into postal current accounts by private customers. Trend analysis for forecasting and prudential purposes is based on appropriate statistical models developed by a leading market player. An Asset & Liability Management system has been created to management the match between customer deposits and investments. Changes in investments in securities in 2008 and 2009 were as follows: 16.3 - Changes in investments in securities HTM FVPL Carrying amount Face value Fair value Balance at 31 December 2007 13,000,000 13,117,177 Purchases 1,772,700 1,778,988 Sales (110,000) (113,837) Redemptions (2,142,900) (2,142,900) Transfers to Equity reserves (15,263) Increase/(Decrease) in accrued income (12,871) Changes in amortised cost 14,699 Changes in fair value - 12,700,000 7,229,400 (5,808,100) (1,491,100) - 12,727,697 7,247,463 (5,807,798) (1,491,100) 613 - (9,337) 37,750 288,375 Balance at 31 December 2008 12,519,800 12,625,993 Purchases 3,220,850 3,281,112 Sales (1,326,000) (1,367,855) Redemptions (1,300,000) (1,300,000) Transfers to Equity reserves 32,211 Increase/(Decrease) in accrued income 11,760 Changes in amortised cost 3,891 Changes in fair value - 12,630,200 4,208,750 (1,835,000) (911,250) - 12,993,663 4,299,497 (1,883,985) (911,250) (15,778) - (717) 34,430 551,980 - Balance at 31 December 2009 13,114,650 13,287,112 14,092,700 15,067,840 100,000 Securities Consolidated financial statements Face value AFS Face value Total Fair value Face value Carrying amount 2,150,000 2,125,834 (1,000,000) (984,282) - 25,700,000 11,152,100 (6,918,100) (3,634,000) - 25,844,874 11,152,285 (6,905,917) (3,634,000) (14,650) 936 3,112 - (21,272) 52,449 291,487 1,150,000 1,145,600 2,923,750 2,928,565 (3,773,750) (3,770,351) (200,000) (200,000) - 26,300,000 10,353,350 (6,934,750) (2,411,250) - 26,765,256 10,509,174 (7,022,191) (2,411,250) 16,433 325 (118) - 11,368 38,321 551,862 104,021 27,307,350 28,458,973 - 180 At 31 December 2009 the fair value of the held-to-maturity portfolio, accounted for at amortised cost, is 13,932,780 thousand euros (including 201,446 thousand euros in accrued daily interest payments). During the year under review the Parent Company substituted investments in German Bunds with a face value of 338,000 thousand euros and in French OATs with a face value of 988,000 thousand euros with Italian Long-term Treasury Certificates (BTPs) with the same face value and residual term to maturity. The accounting treatment adopted complies with IAS 39. The fair value of the available-for-sale portfolio is 15,067,840 thousand euros (including 193,883 thousand euros in accrued daily interest payments). A fair value gain of 551,980 thousand euros was recorded during the period under review and recognised in the relevant Equity reserve. The following changes in securities held for trading at fair value through profit or loss took place during the period. These transactions were executed with the primary aim of investing temporary spikes in deposits. In particular: • spot purchases with a face value of 1,965,000 thousand euros were settled (including purchases with a value of 300,000 thousand euros already concluded in 2008); • sales of securities with a face value of 2,815,000 thousand euros were settled, including 150,000 thousand euros in spot transactions, 1,450,000 thousand euros in forward transactions executed in 2008, and 1,215,000 thousand euros in forward transactions executed in 2009; • securities purchased during the year, with a face value of 200,000 thousand euros, reached maturity; • the notional value of forward purchases of securities with a face value of 958,750 thousand euros has been recognised; these were subsequently sold on the same terms in response to changed market conditions, in the belief that it was appropriate to proceed with their substitution. At 31 December 2009 the fair value of other securities held in portfolio, having a face value of 100,000 thousand euros, 104,021 thousand euros (including 1,859 thousand euros in accrued daily interest payments). Changes in the fair value of securities recognised in profit or loss in 2009 amount to a loss of 118 thousand euros. Derivative financial instruments Changes in derivative financial instruments during the year are as follows:: 16.4 - Changes in derivative financial instruments Cash flow hedges Forward purchases notional fair value Balance at 1 January 2008 FVPL Asset swaps notional fair value Forward purchases notional fair value Forward sales notional fair value Total notional fair value - - - - - - - - - - 3,373,150 34,016 1,674,950 (8,972) - - 3,970,000 (7,149) 9,018,100 17,895 Gains/(losses) through profit or loss (*) - (3,196) - - - - - 300 - (2,896) Transactions settled (**) (2,414,400) 19,750 - 12,929 - - (2,520,000) 4,769 (4,934,400) 37,448 Balance at 31 December 2008 958,750 50,570 1,674,950 3,957 - - Fair value gains/(losses) 1,450,000 (2,080) 4,083,700 52,447 Discontinued CFHs (958,750) (50,570) - - 958,750 50,570 - - - - Fair value gains/(losses) 2,802,850 49,854 2,458,750 (50,431) - 9,316 2,273,750 (27,826) 7,535,350 (19,087) - - - - (9,256) 29,899 (8,322,350) (76,217) Gains/(losses) through profit or loss (*) - 7,520 - (16,776) - (2,224,850) (16,405) (1,515,000) (29,825) (958,750) Balance at 31 December 2009 578,000 40,969 2,618,700 (93,075) - - Transactions settled (**) (59,886) (3,623,750) 100,000 (7) 3,296,700 (52,113) Including: Derivative assets Derivative liabilities (*) (**) 578,000 40,969 - - - - - - 578,000 40,969 - - 2,618,700 (93,075) - - 100,000 (7) 2,718,700 (93,082) Gains and losses recognised in profit or loss refer to differentials accruing on asset swaps and any ineffective portions of hedges classified in Other income and Other expenses from financial activities. Fair value gains and losses on financial instruments measured at fair value through profit or loss are also accounted for separately in these income statement items. Transactions settled include forward transactions settled, accrued differentials and the extinguishment of asset swaps linked to securities sold. Poste Italiane | Annual Report Notes to the consolidated financial statements 181 During 2009 the Parent Company carried out the following transactions in relation to cash flow hedges: • the extinguishment of forward purchases outstanding at 31 December 2008 with a notional value of 958,750 thousand euros, and resulting from discontinued 23 cash flow hedges, with reclassification of the hedges to derivative financial instruments at fair value through profit and loss (note 16.3); • forward purchases (cash flow hedges of forecast transactions) with a total notional value of 2,802,850 thousand euros, including 578,000 thousand euros yet to mature at 31 December 2009; • the execution of asset swaps on securities purchased during the period and with a notional value 2,458,750 thousand euros, and the extinction of asset swaps on securities sold, which were already protected by cash flow hedges, with a notional value of 1,515,000 thousand euros; as a result of these transactions, at 31 December 2009 the Parent Company reports outstanding assets swaps with a total notional value of 2,618,700 thousand euros, with which it has purchased a fixed rate of 4.83% (the weighted average of the rates provided for in the contracts) and sold a floating rate on Italian Long-term Treasury Certificates indexed to inflation (BTP€i). These instruments recorded an overall decrease in fair value of 577 thousand euros during the period, which is reflected in the cash flow hedge reserve. Finally, with regard to derivative financial instruments measured at fair value through profit or loss, in addition to the above discontinued hedges, carried out via forward sales, forward sales with a total notional value of 2,665,000 thousand euros were settled during 2009. These transactions are described in the note to Financial instruments classified as at fair value through profit or loss. Amounts due from the MEF This item includes liquidity, amounting to 6,804,803 thousand euros, deriving from the postal current account deposits of Public Sector entities transferred to the parent under the restriction established by the Regent’s Decree of 22 November 1945. It also includes 1,515,829 thousand euros in deposits (the so-called Buffer Account) provided for in the above change to the Agreement with the MEF approved by the Ministerial Decree of 14 December 2007. Amounts due from the Italian Treasury This item breaks down as follows: 16.5 - Amounts receivable from/(payable to) the Italian Treasury Item Balance at 31 Dec 2009 Balance at 31 Dec 2008 882,544 (729,443) 3,004,733 (892,058) 153,101 2,112,675 Ministry of Justice Ministry of the Economy and Finance 29 686,678 (21,348) 684,338 Total 839,808 2,775,665 Amounts receivable from to Treasury MEF postal current accounts and other payables Sub-total The net balance of amounts payable to and receivable from the Italian Treasury is represented by advances from the MEF to meet the cash requirements of post offices, less transfers of deposits and any excess liquidity by the Parent Company. 23. Interruption of the application of hedge accounting following a decision by management, or due to the early sale or extinguishment of the hedged or hedging instrument, and the consequent application of a different accounting treatment, as required by the relevant IFRS. Consolidated financial statements 182 At 31 December 2009 the credit balance of this item has decreased with respect to 31 December 2008, primarily due to the reduction in the delay in reporting to the MEF from 1 July 2009, as described in note 16 above. Other receivables Other receivables primarily relate to bank and postal cheques and bankers’ drafts (346,211 thousand euros), and amounts due from customers in the form of withdrawals from ATMs yet to be registered on their accounts (84,007 thousand euros). Cash and cash equivalents attributable to BancoPosta 16.6 - Cash and cash equivalents Item Balance at 31 Dec 2009 Balance at 31 Dec 2008 Cash in hand Cheques Bank deposits 2,627,251 124 33,321 2,197,948 566 121,220 Total 2,660,696 2,319,734 Cash essentially regards cash in hand held at post offices and by companies that provide cash transportation services whilst awaiting transfer to the Italian Treasury. LIABILITIES ATTRIBUTABLE TO BANCOPOSTA Liabilities attributable to BancoPosta are accounted for after deducting the Group’s liquidity held in postal current accounts in the names of consolidated companies. These liabilities break down as follows: 16.7 - Liabilities attributable to BancoPosta Item Note Balance at 31 Dec 2009 Balance at 31 Dec 2008 Payables deriving from postal current accounts Balance of cash flows from management of postal savings Other payables Derivative financial instruments [16.4] Total liabilities attributable to BancoPosta (Amounts payable to consolidated companies for postal current accounts) 39,469,143 70,766 290,904 93,082 39,923,895 (2,205,574) 37,966,254 572,456 580,478 14,905 39,134,093 (2,070,441) Total 37,718,321 37,063,652 Payables deriving from postal current accounts These payables regard amounts due to Gruppo Poste Italiane companies, totalling 96,882 thousand euros (99,223 thousand euros at 31 December 2008). This includes 23,880 thousand euros deposited in postal current accounts by Poste Vita SpA (38,550 thousand euros at 31 December 2008). The increase in the overall balance with respect to 31 December 2008 is due to an increase in deposits by private customers. Poste Italiane | Annual Report Notes to the consolidated financial statements 183 Balance of cash flows from management of Postal savings This item represents the balance of withdrawals less deposits during the last day of 2009 and cleared on the first day of the subsequent year. The balance at 31 December 2009 consists of 86,936 thousand euros payable to Cassa Depositi e Prestiti (692,650 thousand euros at 31 December 2008) and a receivable due from the MEF for issues falling within its competence, totalling 16,170 thousand euros (120,194 thousand euros at 31 December 2008). Other payables Other payables primarily regard 215,104 thousand euros in cheques presented for payment into postal savings books. Amounts payable to consolidated companies for postal current accounts At 31 December 2009 the Group’s liquidity held in postal current accounts to be deducted from BancoPosta’s liabilities amounts to 2,205,574 thousand euros. This amount is normally represented by demand deposits with the MEF held in the so-called Buffer Account, totalling 1,515,829 thousand euros (note 16.1), and investments in securities, totalling 689,745 thousand euros (note 17.1), deriving from deposits in the form of financial instruments not subject to investment restrictions (note 26.6). 17 - CASH AND CASH EQUIVALENTS These items break down as follows: 17.1 - Cash and cash equivalents Item Balance at 31 Dec 2009 Escrow account (EC Decision of 16 July 2008) Bank and Postal Office deposits Cash in hand Postal deposits invested in Assets attributable to BancoPosta Balance at 31 Dec 2008 - 485,572 2,715,535 12,993 2,728,528 3,613,983 12,412 3,626,395 (689,745) (1,280,261) Deposits and cash in hand 2,038,783 2,346,134 Total 2,038,783 2,831,706 Escrow account (EC Decision of 16 July 2008) In execution of the European Commission’s Decision of 16 July 2008 regarding State aid 24, the amounts deposited in a specific fixed-term bank account in 2008 were paid to the MEF on 15 January 2009. 24. This regards a complaint by the Italian Bankers’ Association (ABI) in December 2005, alleging that Poste Italiane SpA had benefited from State aid, including with regard to the remuneration received on postal current account deposits, which the Parent Company is required to deposit with the MEF. With regard to the method of calculation of this remuneration, on 16 July 2008 the European Commission issued the above Decision finding against the arguments submitted by the Italian authorities. The Commission maintains that the level of the interest rates paid to the Parent Company between 1 January 2005 and 31 December 2007 (pursuant to art. 1, paragraph 31 of Law 266 of 23 December 2005, the “2006 Budget Law”), in terms of both the method of calculation and the level of movement in the base rate, are higher than those that would be paid by a “private borrower”. The Commission, therefore, found that the above remuneration constitutes State aid, as being incompatible with art. 88, paragraph 3 of the EU Treaty. The Italian government is thus required to recover the related sum from Poste Italiane SpA. Consolidated financial statements 184 Deposits and cash in hand Cash is primarily deposited in postal current accounts. In 2009 these deposits were remunerated on the basis of the yield on short-term deposits with the MEF held in the so-called Buffer Account (note 16). Remuneration of these cash deposits is shown separately in Finance income (note 41.1), as opposed to revenue deriving from the investment of deposits from third parties (note 30.4). Bank and post office deposits include 25,874 thousand euros that has been frozen as a result of court orders relating to a number of legal actions. Postal deposits invested in Assets attributable to BancoPosta reflect the fact that, in compliance with the provisions of the 2007 Budget Law, funds deriving from deposits paid into postal current accounts by private customers, and therefore also the liquidity of Group companies held in postal current accounts (note 16.7), are invested in euro area government securities, which are accounted for in Assets attributable to BancoPosta (note 16.1). 18 - NON-CURRENT ASSETS HELD FOR SALE These items break down as follows: 18.1 - Non-current assets held for sale 2009 2008 Balance at 1 January Cost Accumulated depreciation Impairments Carrying amount 6,749 (2,118) (1,159) 3,472 808 (265) 543 Changes during the year Reclassifications (1) Disposals (2) Reclassification from provisions for other liabilities and charges Total changes 492 (2,679) (2,187) 3,457 (528) 2,929 Balance at 31 December Cost Accumulated depreciation Impairments Carrying amount 2,687 (937) (465) 1,285 6,749 (2,118) (1,159) 3,472 Reclassifications (1) Cost Accumulated depreciation Accumulated impairments Total 1,681 (724) (465) 492 6,734 (2,118) (1,159) 3,457 Disposals (2) Cost Accumulated depreciation Accumulated impairments Total (5,743) 1,905 1,159 (2,679) (793) 265 (528) These assets refer to industrial buildings belonging to the Parent Company for which the related sales process has been completed, and which are expected to fetch a total price of over four million euros. Recognition of this item has not resulted in charges recognised in the income statement. Poste Italiane | Annual Report Notes to the consolidated financial statements 185 19 - SHARE CAPITAL The share capital consists of 1,306.11 million ordinary shares with a par value of 1 euro each. The shares are held as follows: • 848,971,500 ordinary shares, representing 65% of the share capital, held by the Ministry of the Economy and Finance; • 457,138,500 ordinary shares, representing 35% of the share capital, held by Cassa Depositi e Prestiti società per azioni (CDP SpA). At 31 December 2009 all the shares in issue are fully subscribed and paid up. No preference shares have been issued and the Parent Company does not hold treasury shares. The following table shows a reconciliation of the Parent Company’s equity and profit/(loss) for the year with the consolidated amounts: 19.1 - Reconciliation of Equity Equity at 31 Dec 2009 Changes in Equity 2009 Profit/ (Loss) for 2009 Equity at 31 Dec 2008 Changes in Equity 2008 Profit/ (Loss) for 2008 Equity at 1 Jan 2008 4,076,920 251,272 736,660 3,088,988 (541,920) 720,796 2,910,112 634,677 - 134,925 499,752 - 117,187 382,565 1,204 - 1,212 (8) - 355 (363) (19,877) (2,798) - (17,079) 9,166 - (26,245) 193 797 - (604) (1,199) - 595 (6,547) - 17,493 (24,040) - 10,695 (34,735) (47,415) (78,420) (12,837) 664 - 2,152 2,256 - (49,567) (80,676) (12,837) 664 - 2,156 22,212 - (51,723) (102,888) (12,837) 664 - Effects of intercompany transactions (1,893) - - (1,893) - - (1,893) - Elimination of adjustments to value of consolidated investments - 88,742 - 11,777 76,965 Financial Statements of Poste Italiane SpA - Undistributed Profit/(Loss) of investee companies - Investments accounted for using the equity method - Balance of FV and CFH reserves of investee companies - Accounting treatment of actuarial gains and losses on staff termination benefits of investee companies - Fees to be amortised attributable to Poste Vita SpA (*) - Effects of contributions and transfers of business units between Group companies: SDA Express Courier SpA EGI SpA PostelPrint SpA PosteShop SpA 88,742 - - Amortisation until 1 Jan 2004/impairment of consolidation differences (71,028) - - (71,028) - (1,212) (69,816) - Effect of tax consolidation arrangement 3,384 - 3,384 - - - - - Other consolidation adjustments 7,143 - 5,908 1,235 - (1,384) 2,619 4,574,910 249,271 903,990 3,421,649 (533,953) 882,582 3,073,020 Equity attributable to shareholders of the Parent Company - Minority interest (excluding profit/(loss)) - Minority interest in profit/(loss) Minority interest in Equity Total Consolidated Equity (*) 13 - - 13 13 - - - - - - - - - 13 - - 13 13 - - 4,574,923 249,271 903,990 3,421,662 (533,940) 882,582 3,073,020 This adjustment regards deferment of fees payable for the distribution by Poste Vita SpA of Life products classified as financial and Non-life products. As distribution takes place via Poste Italiane SpA’s network, the deferment is eliminated. Consolidated financial statements 186 20 - SHAREHOLDER TRANSACTIONS In accordance with the resolution passed by the General Meeting of shareholders on 27 April 2009, the Parent Company paid dividends amounting to 150,000 thousand euros (based on a dividend of 0.11 euros per share). 21 - EARNINGS PER SHARE The calculation of basic and diluted earnings per share (EPS) was based on the Group’s profit for the year. The denominator used in the calculation of both basic and diluted EPS is represented by the number of the Parent Company’s shares in issue, given that no financial instruments with potentially dilutive effects have been issued at 31 December 2009 or 31 December 2008. 22 - RESERVES Reserves break down as follows: 22.1 - Reserves Balance at 1 January 2008 Increases/(Decreases) in fair value during the year Tax effect of changes in fair value Amounts reclassified to profit or loss Tax on amounts reclassified to profit or loss Gains/(Losses) recognised directly in Equity Appropriation of remaining profit for 2007 Balance at 31 December 2008 Increases/(Decreases) in fair value during the year Tax effect of changes in fair value Amounts reclassified to profit or loss Tax on amounts reclassified to profit or loss Gains/(Losses) recognised directly in Equity Appropriation of remaining profit for 2008 Balance at 31 December 2009 Legal reserve Fair value reserve Cash flow hedge reserve Total 75,116 37,195 105,947 287,882 (92,116) (43,926) 12,832 164,672 - (178,923) 23,646 (7,588) 66,440 (21,260) 61,238 - 2,140 311,528 (99,704) 22,514 (8,428) 225,910 37,195 112,311 270,619 (117,685) 265,245 36,040 566,332 (180,075) (32,651) 10,363 363,969 - 3,701 (888) (6,409) 1,960 (1,636) - 570,033 (180,963) (39,060) 12,323 362,333 36,040 148,351 634,588 (119,321) 663,618 The fair value reserve regards changes in the fair value of Available-for-sale financial assets. During the year changes totalling 566,332 thousand euros included: • 551,980 thousand euros relating to the fair value gain on BancoPosta’s investments in securities described in note 16.3; • 14,352 thousand euros regarding the net fair value gain on investments described in note 9.4. The Cash flow hedge reserve, which substantially relates to the Parent Company, reflects changes in the fair value of the Poste Italiane | Annual Report Notes to the consolidated financial statements 187 effective portion of cash flow hedges outstanding. Net fair value gains of 3,701 thousand euros during 2009 have resulted in changes in the reserve. This amount reflects: • a net loss of 577 thousand euros in the value of derivative financial instruments described in note 16.4; • a net gain of 4,278 thousand euros in the value of derivative financial instruments described in note 9.6. 23 - TECHNICAL PROVISIONS FOR INSURANCE BUSINESS These provisions refer to obligations the subsidiary, Poste Vita SpA, has made to its policyholders, inclusive of deferred liabilities resulting from application of the shadow accounting method. They break down as follows: 23.1 - Technical provisions for insurance business Item Balance at 31 Dec 2009 Balance at 31 Dec 2008 Mathematical provisions Outstanding claims provisions Technical provisions where investment risk is transferred to policyholders Other provisions for operating costs for deferred liabilities due to policyholders Technical provisions for claims 26,805,825 122,360 8,459,359 537,509 87,076 450,433 2,068 20,780,219 35,264 7,757,396 (240,507) 93,046 (333,553) 690 Total 35,927,121 28,333,062 Details of changes are shown in the table regarding Changes in technical provisions for insurance business and other claims expenses (note 35). 24 - PROVISIONS FOR LIABILITIES AND CHARGES Changes in provisions are as follows: 24.1 - Changes in provisions in 2008 Item Provisions for non-recurring charges (*) Provisions for disputes with third parties Provisions for disputes with staff (1) Provisions for invalidated postal savings certificates Provisions for taxation/social security contributions Other provisions Total Overall analysis of provisions: - non-current portion - current portion (*) (1) Balance Released) 1) at 31 Dec Finance to income) 2007 Provisions costs statement) 91,655 237,518 402,617 19,467 16,595 98,769 76,658 118,311 505,201 167 37,349 1,863 624 13 25 (3,722) (10,811) (72,321) (12,119) (40,695) (240,480) (643) (4,490) (22,639) (36,677) 866,621 737,686 2,525 (139,377) (305,220) 349,596 517,025 866,621 Balance adjusted in application of IFRIC 13 (note 2.3). Including 431,428 thousand euros for staff costs and 33,078 thousand euros for service costs (legal assistance). Consolidated financial statements Change Balance in basis at 31 Dec Uses) consolidation 2008 (13) - 153,780 273,239 626,643 19,448 12,285 76,827 (13) 1,162,222 339,486 822,736 1,162,222 188 24.2 - Changes in provisions in 2009 Item Provisions for non-recurring charges (*) Provisions for disputes with third parties Provisions for disputes with staff (1) Provisions for restructuring charges Provisions for invalidated postal savings certificates Provisions for taxation/social security contributions (2) Other provisions Total Overall analysis of provisions: - non-current portion - current portion (*) (1) (2) Balance at 31 Dec 2008 Provisions Finance costs Released) to income) statement) Uses) Balance at 31 Dec 2009 153,780 273,239 626,643 19,448 12,285 76,827 55,058 39,083 252,689 115,000 3,328 59,556 1,229 571 13 53 (6,090) (27,627) (26,692) (2,988) (75,673) (102,321) (210,408) (555) (1,170) (1,093) 127,075 183,603 642,232 115,000 19,464 14,456 132,355 1,162,222 524,714 1,866 (63,397) (391,220) 1,234,185 1) 339,486 822,736 335,201 898,984 1,162,222 1,234,185 Balance adjusted in application of IFRIC 13 (note 2.3). Including 198,074 thousand euros for staff costs and 27,923 thousand euros for service costs (legal assistance). Including 121 thousand euros for tax liabilities for the year. Provisions for non-recurring charges regard operating risks connected with the Group’s financial and insurance activities. Provisions for the year amount to 55,058 thousand euros and primarily regard potential revisions of fees received for the distribution of financial products, fines that may result from investigations of Poste Italiane SpA by supervisory authorities, and residual expected charges to be incurred by Poste Vita SpA as a result of the conversion of a number of index-linked policies (note 3 – Reputational risk). Provisions of 75,673 thousand euros were used to cover the above liabilities and other less significant charges arising either arising or settled during the year. Provisions are based on the present value of identified liabilities. Provisions for disputes with third parties regard expected liabilities deriving from different types of legal and out-of-court dispute with suppliers and third parties, the related legal expenses, and penalties and indemnities payable to customers. These provisions also regard contract risks deriving from Postel SpA’s Brazilian activities (note 12). Provisions, which reflect the present value of identified liabilities, were increased by the estimated value of new liabilities (39,083 thousand euros), measured on the basis of the expected outcomes of certain disputes, legal actions and negotiations. Reductions relate to the non-occurrence of liabilities identified in the past (27,627 thousand euros) and the value of disputes settled (102,321 thousand euros). The latter includes 75,000 thousand euros regarding settlement, without any further charges, of the dispute between the Parent Company and Cassa Depositi e Prestiti relating to achievement of the targets for postal savings deposits in 2008. Provisions for disputes with staff regard liabilities that may arise following labour litigation and disputes of various types, but largely attributable to the Parent Company’s use of fixed-term employment contracts. In this regard, having accepted the terms of the agreement of 10 July 2008 (see note 37), in early 2009 a number of the relevant staff withdrew their claims and a portion of the provisions, totalling 26,692 thousand euros, was released to the income statement. Provisions of 252,689 thousand euros regard an updated estimate, based on the level of negative outcomes deriving from the related litigation and union agreements, of the estimated liabilities and related legal expenses. Uses, amounting to 210,408 thousand euros, include amounts used to cover the cost of settling disputes, including 4,901 thousand euros in the form of asset seizures by the Parent Company’s creditors. Provisions are based on the present value of identified liabilities, which are believed to be short term. Provisions for restructuring charges regard the estimated liabilities to be incurred by the Company in the form of redundancy payments, based on current evidence. At least three thousand staff are expected to leave the Company by 31 December 2010. Provisions for invalidated postal savings certificates, relating to the Parent Company, have been made to cover the cost of Poste Italiane | Annual Report Notes to the consolidated financial statements 189 redeeming invalidated certificates relating to specific issues. The provisions represent amounts recognised in revenue in the income statements of the Parent Company in the years in which the certificates became invalid. The provisions were made in response to the Parent Company’s decision to redeem such certificates even if invalidated. At 31 December 2009 the provisions represent the present value of total liabilities, based on a face value of 22,873 thousand euros, which are expected to be progressively paid off by 2023. The Parent Company redeemed certificates with a total face value of 555 thousand euros in 2009, and made provisions for finance costs totalling 571 thousand euros. Provisions for taxation/social security contributions have been made to cover potential future tax liabilities. Provisions of 3,328 thousand euros, in addition to finance costs, were made during the year for new liabilities. Uses of 1,170 thousand euros reflect the settlement of a number of sundry taxes. The other provisions cover probable liabilities of various types, including: estimated liabilities deriving from the risk that specific legal actions to be undertaken in order to reverse seizures of the Parent Company’s assets may be insufficient to recover the related amounts; the risk that a deterioration in certain indicators used as the basis for the long-term business plans of Group companies, on which impairment testing of the relevant goodwill is based, may result in a reduction in the value of such goodwill (note 2.4); claims for rent arrears on properties used free of charge by Poste Italiane SpA; and claims for payment of accrued interest expense due to certain suppliers. Uses regard the payment of rent arrears. Provisions and releases to the income statement in 2009 reflect updated estimates of the various liabilities. 25 - STAFF TERMINATION BENEFITS Following the reform of supplementary pension provision, from 1 January 2007 companies with over 50 employees must pay vested staff termination benefits into a supplementary pension fund or into a Treasury Fund set up by INPS (should the employee have exercised the specific option provided for by the new legislation). Staff termination benefits qualify as a defined contribution plan and thus represent an expense to be recognised at face value in staff costs. In the case of certain Group companies, however, staff termination benefits vesting up to 31 December 2006 continue to represent accumulated liabilities qualifying as a defined benefit plan, for which actuarial calculation is necessary. A similar treatment is applied to vested staff termination benefits at Group companies with less than 50 employees. The following changes in staff termination benefits took place in 2009 and 2008: 25.1 - Changes in staff termination benefits 2009 Balance at 1 January Curtailment current service cost interest component effect of actuarial gains/(losses) Provisions for the year: Uses during the year Change in basis of consolidation Reduction due to fixed-term contracts settlement of 2008 Balance at 31 December Consolidated financial statements 2008 1,514,928 399 69,758 (50,766) 1,478,650 430 74,886 96,606 19,391 (82,644) (5,721) 171,922 (125,666) (247) (9,731) 1,445,954 1,514,928 190 The current service cost is recognised in Staff costs (note 37.1), whilst the interest component is recognised in Finance costs (note 41.2). During 2009 net uses of provisions for staff termination benefits amounted to 82,644 thousand euros, represented by benefits paid, totalling 85,190 thousand euros, and substitute tax of 3,949 thousand euros, net of additions of 6,495 thousand euros regarding the transfer of provisions for disputes with staff formerly on fixed-term contracts who have been re-employed by the Parent Company. Following acceptances in 2009 of the agreement of 10 July 2008, described in note 37, provisions for staff termination benefits have been reduced by a further 5,721 thousand euros. The major actuarial assumptions applied in calculating staff termination benefits are as follows: Discount rate Staff turnover 25 (summary data) 2009 2008 4,00% 0,49% 4,60% 0,49% 26 - FINANCIAL LIABILITIES These items break down as follows: 26.1 - Financial liabilities Balance at 31 Dec 2009 Non-current liabilities Current liabilities Financial liabilities at fair value 1,690,799 Borrowings Bonds Shareholder loans Bank borrowings Other borrowings Balance at 31 Dec 2009 Total Non-current liabilities Current liabilities Total - 1,690,799 2,816,018 - 2,816,018 1,574,577 751,304 512,667 250,000 60,606 246,408 19,375 166,850 10,891 49,292 1,820,985 770,679 679,517 260,891 109,898 1,789,770 751,801 679,517 250,000 108,452 642,547 19,386 160,718 417,870 44,573 2,432,317 771,187 840,235 667,870 153,025 Derivative financial instruments Cash flow hedges Fair value hedges Fair value through profit or loss 120 120 - 14,969 149 2,331 12,489 15,089 269 2,331 12,489 23 20 3 - 43,693 3,381 40,312 43,716 3,401 3 40,312 Financial liabilities due to subsidiaries - 1,351 1,351 - 824 824 270,536 2,083,241 2,353,777 272,279 1,979,554 2,251,833 156,801 113,735 7,803 2,075,438 164,604 2,189,173 156,826 115,453 10,556 1,968,998 167,382 2,084,451 3,536,032 2,345,969 5,882,001 4,878,090 2,666,618 7,544,708 Item Other financial liabilities Amounts deriving from liability for robberies Sundry financial liabilities Total 25. Frequency of early termination of employment due to resignations and dismissals. Poste Italiane | Annual Report Notes to the consolidated financial statements 191 FINANCIAL LIABILITIES AT FAIR VALUE Financial liabilities at fair value through profit or loss are linked to investment contracts issued by the insurance company, Poste Vita SpA. These liabilities have decreased following redemptions of 1,291,815 thousand euros, largely as a result of the conversion of a number of index-linked policies described in note 3 (Reputational risk), and have increased due to the change in fair value, amounting to 166,596 thousand euros (note 36.1). BORROWINGS Borrowings are unsecured and are not subject to financial covenants, requiring Group companies to comply with certain financial ratios, or maintain a certain level of rating. The bonds in issue and bank borrowings are subject to standard negative pledge clauses 26. Bonds Bonds regard fixed rate bonds issued by the Parent Company, paying coupon interest of 5.25% and with a par value of 750 million euros. The bonds, which were issued in two tranches in 2002, are listed on the Luxembourg Stock Exchange and were placed in the form of a public offering to institutional investors. These 10-year bonds are to be redeemed in a lump sum in July 2012. The current portion of the loan represents accrued interest expense. The fair value (“mid price”) of the bonds at 31 December 2009 is 780,825 thousand euros (790,950 thousand euros at 31 December 2008). Shareholder loans This item refers to fixed rate loans issued to the Parent Company by Cassa Depositi e Prestiti. The laws authorising the expenditure financed by the loans also establish the methods of repayment, as shown in the following table: 26.2 - Shareholder loans Loans to be repaid in full by Poste Italiane 12,212 Legislation Law 15/74 Law 34/74 Loans with principal to be repaid by parent - Loans with principal and interest to be repaid by parent (2) - Total 12,212 404 - - 404 - 21,885 - 21,885 Law 39/82 (subsequent changes to PO services) (1) - 382,714 - 382,714 Law 887/84 - - 260,344 260,344 Law 227/75 (serv. acc.) Law 41/86 (1) (1) (1) Total (1) (2) - 1,958 - 1,958 12,616 406,557 260,344 679,517 Loans to be repaid by the Ministry of the Economy and Finance (principal: 666,901 thousand euros) From 2001 interest was no longer paid by the Government but by Poste Italiane SpA. From 2006 interest has been paid to the Parent Company. The fair value of the loans is 711,212 thousand euros (853,789 thousand euros at 31 December 2008). The outstanding principal assigned by law to the Ministry of the Economy and Finance is offset by a receivable, accounted for in Financial assets, due from the parent. Collection of the amount receivable is linked to the repayment schedules for the loans (note 9.2). 26. A commitment given to creditors by which a borrower undertakes not to give senior security to other lenders ranking pari passu with the pre-existing creditors, unless the same degree of protection is offered to them also. Consolidated financial statements 192 Bank borrowings These items break down as follows: 26.3 - Bank borrowings Balance at 31 Dec 2009 Item Non-current liabilities Current liabilities Balance at 31 Dec 2008 Total Non-current liabilities Current liabilities Total Floating rate 7-year loan from EIB maturing 15 Sept 2009 Floating rate loan from DEPFA Bank maturing 30 Sept 2013 Current account overdrafts Accrued interest expense - - - - 400,000 400,000 250,000 - 10,144 747 250,000 10,144 747 250,000 - 13,731 4,139 250,000 13,731 4,139 Total 250,000 10,891 260,891 250,000 417,870 667,870 The value of the above financial liabilities approximates to fair value. Drawdowns on the Group’s total committed and uncommitted lines of credit, totalling 1,313,437 thousand euros, amount to 10,144 thousand euros. The lines of credit are unsecured. Other borrowings This item regards: • 75,966 thousand euros in fixed rate loans issued to the Parent Company by CPG Società di Cartolarizzazione arl. The two loans, totalling 309,874 thousand euros, denominated “Logistics 2002” and “Layout 2002”, were sold without recourse by Cassa Depositi e Prestiti to C.P.G. Società di Cartolarizzazione arl in 2003. These ten-year loans were used to finance certain projects. The fair value of these borrowings is 80,291 thousand euros (116,537 thousand euros at 31 December 2008); • 33,932 thousand euros (including 271 thousand euros in accrued interest) regards the outstanding principal due on financial liabilities due to suppliers of durable goods acquired under finance leases, with the right to acquire ownership at the end of the lease (note 5 and 7). DERIVATIVE FINANCIAL INSTRUMENTS This item, amounting to 15,089 thousand euros, regards contracts described in note 9.6. FINANCIAL LIABILITIES DUE TO SUBSIDIARIES These liabilities regard intercompany current accounts paying interest at market rates with subsidiaries not consolidated on a line-by-line basis. The following table shows a breakdown. 26.4 - Financial liabilities due to subsidiaries Name Balance at 31 Dec 2009 Balance at 31 Dec 2008 Poste Tributi ScpA Poste Assicura SpA 1,351 - 804 20 Total 1,351 824 Poste Italiane | Annual Report Notes to the consolidated financial statements 193 OTHER FINANCIAL LIABILITIES Amounts deriving from liability for robberies The Parent Company is liable to the Italian Treasury for losses resulting from robberies and fraud. The loss of cash resulting from these criminal acts has to be made up for, in order to ensure that post offices can carry out their daily operations. This is done via withdrawals from the Treasury. Changes in this liability are as follows: 26.5 - Changes in amounts deriving from liability for robberies Note Balance at 1 January Liabilities deriving from robberies during the period Repayments made [40.1] Balance at 31 December 2009 2008 167,382 173,204 9,964 (12,742) 10,997 (16,819) 164,604 167,382 During 2009 the Parent Company made repayments of 12,717 thousand euros to the Treasury for robberies that took place in the second half of 2008 and the first four months of 2009, in addition to payment of the sum of 25 thousand euros following a sentence issued by the Italian Court of Auditors regarding robberies up to 31 December 1993. Sundry financial liabilities Sundry financial liabilities are generated by BancoPosta activities not subject to the investment restrictions described in note 16. For this reason, they are not included in Liabilities attributable to BancoPosta (note 16.7). These liabilities break down as follows: 26.6 - Sundry financial liabilities Balance at 31 Dec 2009 Item Italian Treasury for operational risks Non-current liabilities Balance at 31 Dec 2008 Current liabilities Total Non-current liabilities 113,630 - 113,630 108,971 - 108,971 - 890,768 890,768 - 910,144 910,144 Amounts due on bills paid Current liabilities Total Amounts due on prepaid cards - 523,565 523,565 - 432,724 432,724 National and international money transfers - 393,740 393,740 - 361,703 361,703 Endorsed checks - 148,052 148,052 - 168,391 168,391 Tax collection - 91,295 91,295 - 73,845 73,845 Other 105 28,018 28,123 6,482 22,191 28,673 Total 113,735 2,075,438 2,189,173 115,453 1,968,998 2,084,451 Amounts due to the Italian Treasury for operational risks refer to advances obtained as a result of BancoPosta’s operations and which subsequently gave rise to liabilities that are either certain or likely to be incurred. Changes in these liabilities are as follows: Consolidated financial statements 194 26.7 - Changes in amounts due to the Italian Treasury for operational risks Note 2009 Balance at 1 January 2008 108,971 New liabilities for operational Operational risks that did not occur 10,762 (9,596) 89,111 5,430 (2,546) [40.1] Repayments made Uses of provisions for disputes with staff Balance at 31 December 1,166 (27) 3,520 2,884 (5,366) 22,342 113,630 108,971 Amounts due on bills paid regard sums collected on payment of bills and yet to be allocated to the accounts of beneficiaries. Amounts due on prepaid cards represent amounts due to Postepay and Pensione card customers who have topped up their prepaid cards. Amounts due on national and international money transfers represent the exposure to customers for money orders and transfers, to Moneygram for customer transactions in process and amounts due to overseas postal operators for international money orders. Endorsed checks represent the exposure to customers for endorsed checks in circulation. Tax collection payables represent the amount due to tax collection agents and the tax authorities for payments of tax effected by customers. The current portion of Other financial liabilities, totalling 20,567 thousand euros, regards cash on delivery payments collected by SDA Express Courier SpA. Analysis of net debt/(funds) The Group’s net funds at 31 December 2009 and 31 December 2008 are as follows: 26.8 – Net debt/(funds) Item Note related Balance at party 31 Dec 2009 transactions Financial liabilities Financial assets designated at fair value Bonds Shareholder loans Bank borrowings Other borrowings Other [26.1] Technical provisions for insurance business [23.1] 35,927,121 - 28,333,062 - Liabilities attributable to BancoPosta [16.7] 37,718,321 80,457 37,063,652 576,817 [9.1] (39,312,956) (863,856) (27,776,456) (10,637,554) (35,090) (770,719) (101,143) - (32,370,179) (1,027,673) (19,502,208) (11,826,929) (13,369) (906,736) (102,230) - (39,512,159) (6,804,803) (38,909,191) (5,546,358) (1,326) - (234) - Financial assets Loans and receivables Investments held for sale Financial instruments at fair value through profit or loss Derivative financial instruments Assets attributable to BancoPosta [16.1] Technical provisions for claims attributable to reinsurers [11.1] Net liabilities/(assets) Deposits and cash in hand Net debt/(funds) Poste Italiane | Annual Report 5,882,001 1,690,799 770,679 679,517 260,891 109,898 2,370,217 related Balance at party 31 Dec 2008 transactions 679,517 1,351 701,002 [17.1] (2,038,783) (1,337,781) 7,544,708 2,816,018 771,187 840,235 667,870 153,025 2,296,373 840,235 824 1,661,818 - (2,346,134) (684,316) - Notes to the consolidated financial statements 195 27 - TRADE PAYABLES These items break down as follows: 27.1 - Trade payables Item Balance at 31 Dec 2009 Balance at 31 Dec 2008 Amounts due to suppliers Prepayments and advances from customers Interest payable to current account holders Amounts due to associates Amounts due to subsidiaries Amounts due to joint ventures 1,467,575 208,798 91,720 9,344 7,046 5,417 1,513,683 206,684 111,953 3,301 9,496 10,396 Total 1,789,900 1,855,513 Balance at 31 Dec 2009 Balance at 31 Dec 2008 Italian suppliers Overseas suppliers Overseas correspondents (1) 1,305,818 14,310 147,447 1,351,883 18,856 142,944 Total 1,467,575 1,513,683 AMOUNTS DUE TO SUPPLIERS 27.2 - Amounts due to suppliers Item (1) The amount due to overseas correspondents regard fees payable by the Parent Company to overseas postal operators and companies in return for postal and telegraphic services provided. PREPAYMENTS AND ADVANCES FROM CUSTOMERS These items refer to amounts received from customers as prepayment for the following services to be rendered: 27.3 - Prepayments and advances from customers Item Balance at 31 Dec 2009 Balance at 31 Dec 2008 103,178 67,141 18,035 89,600 69,103 25,561 10,842 9,602 10,510 11,910 208,798 206,684 Prepayments from overseas correspondents Mechanized franking Unfranked mail Postage-paid mailing services Other services Total INTEREST PAYABLE TO CURRENT ACCOUNT HOLDERS This refers to interest accrued on postal current accounts during the year, less the related withholding tax. The amount for interest accrued at 31 December 2009 and payable to unconsolidated subsidiaries totals 27 thousand euros (9 thousand euros at 31 December 2008). Consolidated financial statements 196 AMOUNTS DUE TO ASSOCIATES Amounts payable to associates, totalling 9,344 thousand euros (3,301 thousand euros at 31 December 2008) primarily include amounts due to Docugest SpA. AMOUNTS DUE TO SUBSIDIARIES This item represents amounts due to unconsolidated subsidiaries, as shown in the following table: 27.4 - Amounts due to subsidiaries Name Balance at 31 Dec 2009 Balance at 31 Dec 2008 Docutel SpA Poste Tributi ScpA Poste Voice SpA Address Software Srl Poste Assicura SpA 2,415 1,475 1,448 1,204 504 3,493 2,270 1,018 1,067 1,648 Total 7,046 9,496 AMOUNTS DUE TO JOINT VENTURES Amounts payable to joint ventures, totalling 5,417 thousand euros (10,396 thousand euros at 31 December 2008), include the portion of a payable due to Italia Logistrica Srl not accounted for using proportionate consolidation. 28 - CURRENT TAX LIABILITIES Under IAS 12 – Income taxes, IRES and IRAP credits are accounted for less the corresponding Current tax liabilities (note 14), given that they are taxes applied by the same tax authority to the same taxable entity, which has a legally enforceable right to offset and intends to exercise this right. A breakdown is as follows: 28.1 - Current tax liabilities Item Balance at 31 Dec 2009 Balance at 31 Dec 2008 IRES IRAP Substitute tax 43,807 10,002 25,761 7,379 7,442 58,826 Total 79,570 73,647 Substitute tax refers to the remaining payment to be made in 2010, following the franking, in 2008, of off-book deductions applied between 2004 and 2007. Poste Italiane | Annual Report Notes to the consolidated financial statements 197 29 - OTHER LIABILITIES These items break down as follows: 29.1 - Other liabilities Balance at 31 Dec 2009 Current liabilities - Balance at 31 Dec 2008 Total Non-current liabilities Current liabilities Total 830,325 830,325 - 705,392 705,392 59,462 480,841 540,303 81,284 459,543 540,827 - 282,955 282,955 - 267,657 267,657 Amounts due to the parent - 12,140 12,140 - 12,140 12,140 Other amounts due to joint ventures - - - - 59 59 Other amounts due to associates 6 - 6 6 - 6 7,268 147,129 154,397 7,245 127,195 134,440 Item Non-current liabilities Amounts due to staff Amounts due to social security agencies Other tax liabilities Sundry payables Accrued expenses and deferred income from trading transactions (*) 17,965 34,447 52,412 57,714 31,333 89,047 Other liabilities Amount payable to parent (EC Decision of 16 July 2008) 84,701 1,787,837 1,872,538 146,249 1,603,319 1,749,568 - - - - 485,572 485,572 Total 84,701 1,787,837 1,872,538 146,249 2,088,891 2,235,140 (*) Current deferred income for 2008 adjusted in application of IFRIC 13 (note 2.3). AMOUNTS DUE TO STAFF These items primarily regard accrued amounts that have yet to be paid at 31 December 2009. The following table shows a breakdown: 29.2 - Amounts due to staff Item Balance at 31 Dec 2009 Balance at 31 Dec 2008 Accrued vacation pay Fourteenth month salaries Incentives and productivity bonuses Other amounts due to staff 87,611 245,323 358,614 138,777 107,026 240,558 235,500 122,308 Total 830,325 705,392 Consolidated financial statements 198 AMOUNTS DUE TO SOCIAL SECURITY AGENCIES 29.3 - Amounts due to social security agencies Balance at 31 Dec 2009 Non-current liabilities Current liabilities IPOST INPS INAIL Pension funds Amounts due to the Solidarity Fund Other agencies 56,667 2,795 - Total 59,462 Item Balance at 31 Dec 2008 Total Non-current liabilities Current liabilities Total 330,178 43,828 2,649 70,844 18,087 15,255 330,178 43,828 59,316 70,844 20,882 15,255 59,136 22,148 - 293,986 32,143 4,640 61,011 51,349 16,414 293,986 32,143 63,776 61,011 73,497 16,414 480,841 540,303 81,284 459,543 540,827 Amounts due to IPOST regard pension and social security contributions due to the institute on behalf of the Group’s employees, calculated on both the salaries paid as of 31 December 2009 and accrued amounts due, as reported in the item Amounts payable to staff. Amounts due to INPS primarily regard provisions for vested staff termination benefits to be paid into the agency’s Treasury fund at 31 December 2009 (note 25). Amounts due to INAIL essentially regard the Parent Company and primarily derive from charges for injury compensation paid to employees for injuries occurring up to 31 December 1998. This amount, originally amounting to 82,633 thousand euros, is repayable in thirty years from 31 December 1999, based on a straight-line amortisation schedule and an annual interest rate of 2.5%. Amounts payable to pension funds refer essentially to the Parent Company (69,579 thousand euros) and regard to sums due to FondoPoste and other pension funds following the decision by certain employees to join a supplementary fund. Amounts due from the Parent Company to the Solidarity Fund (set up by Ministerial Decree 178 of 1 July 2005) regard amounts designed to cover redundancy payments and income support for employees who, having qualified for participation, decide to take voluntary early retirement. The residual amount payable at 31 December 2009 represents the present value of total liabilities with a face value of 71,990 thousand euros, which are expected to be progressively paid off by 2011. During the year this payable increased due to accrued finance income of 1,763 thousand euros, whilst the reduction reflected contributions paid and redundancy payments effected, totalling 54,378 thousand euros. OTHER TAX LIABILITIES These items break down as follows: 29.4 - Other tax liabilities Item Balance at 31 Dec 2009 Balance at 31 Dec 2008 102,332 105,166 Tax due on insurance provisions 95,520 68,910 Withholding tax on postal current accounts 34,391 42,384 Withholding tax on employees’ and consultants’ salaries Substitute tax Stamp duty Other taxes due Total Poste Italiane | Annual Report 667 736 9,247 12,326 40,798 38,135 282,955 267,657 Notes to the consolidated financial statements 199 Amounts due on salaries paid to employees and consultants regards withholding tax paid to the tax authorities by Group companies in January and February 2010. Tax due on insurance provisions regard Poste Vita SpA and are described in note 11.1. Withholding tax due on postal current accounts refers to amounts withheld by the Parent Company on interest accrued on customers’ current accounts. Substitute tax represents the balance payable by Group companies on the revaluation of staff termination benefits in 2008. Stamp duty is payable to the tax authorities by the Parent Company as duty to be paid in virtual form. The balance includes the adjustment paid in 2009 pursuant to note 3bis of art. 13 of the Tariffs provided for by Presidential Decree 642/1972. Other taxes due include the balance of VAT payable of 28,941 thousand euros (30,292 thousand euros at 31 December 2008). AMOUNTS DUE TO THE PARENT This item refers to 12,140 thousand euros due to the Ministry of the Economy and Finance for pensions paid by the Ministry to former employees of the Parent Company for the period 1 January to 31 July 1994. SUNDRY PAYABLES These items break down as follows: 29.5 - Sundry payables Balance at 31 Dec 2009 Item Sundry payables attributable to BancoPosta Balance at 31 Dec 2008 Non-current liabilities Current liabilities Total Non-current liabilities Current liabilities Total 86,104 - 107,308 107,308 - 86,104 7,201 90 7,291 7,245 1,605 8,850 Other 67 39,731 39,798 - 39,486 39,486 Total 7,268 147,129 154,397 7,245 127,195 134,440 Guarantee deposits Sundry payables attributable to BancoPosta refer to 92,379 thousand euros due to INPS for pensions paid by Poste Italiane SpA to pensioners after their death and which are in the process of being recovered. A further 14,929 thousand euros is due to Cassa Depositi e Prestiti as a result of amounts registered in customers’ Postal savings books and in the process of verification. Guarantee deposits primarily regard amounts collected from the Parent Company’s customers as a guarantee of payment for certain services (postage-paid mailing services, the use of post office boxes, lease contracts, telegraphic service contracts, etc.). Consolidated financial statements 200 ACCRUED EXPENSES AND DEFERRED INCOME FROM TRADING TRANSACTIONS The nature and composition of accrued expenses and deferred income is as follows: 29.6 - Accrued expenses and deferred income Balance at 31 Dec 2009 Non-current liabilities Current liabilities Accrued expenses Deferred income (*) 17,965 Total 17,965 Item (*) Balance at 31 Dec 2008 Total Non-current liabilities Current liabilities Total 4,463 29,984 4,463 47,949 57,714 2,014 29,319 2,014 87,033 34,447 52,412 57,714 31,333 89,047 Current deferred income for 2008 adjusted in application of IFRIC 13 (note 2.3). Deferred income primarily regards: • 14,706 thousand euros (16,776 thousand euros at 31 December 2008) in fees on Postemat cards collected in advance by the Parent Company; • 11,664 thousand euros (50,813 thousand euros at 31 December 2008) in deferred income earned by Poste Vita SpA over the duration of individual insurance policies of the Branch III type, in application of IAS 18; • 6,616 thousand euros (including 6,301 relating to income accruing after 2010) regarding the Parent Company’s advance collection of the rental on a thirty-year lease of a pneumatic postal machine in Rome; • 5,996 thousand euros relating to income accruing to the Parent Company in future years as a result of the Grand Premio BancoPosta loyalty programme, which grants award credits to customers in return for certain behaviours. As required by IFRIC 13, recognition of the related revenue is deferred until the Company has fulfilled its obligations to deliver awards to customers or, if the award credits must be used within a limited period of time, until the credits are no longer valid. 30 - REVENUES FROM SALES AND SERVICES Revenues from sales and services of 10,343,768 thousand euros break down as follows: 30.1 - Revenues from sales and services Item Postal Services Financial Services (*) Other sales of goods and services Total (*) Balance for 2008 adjusted in application of IFRIC 13 (note 2.3). Poste Italiane | Annual Report 2009 2008 5,209,973 4,796,021 337,774 5,482,895 4,538,891 349,939 10,343,768 10,371,725 Notes to the consolidated financial statements 201 POSTAL SERVICES Revenues from Postal Services break down as follows: 30.2 - Postal Services Item 2009 2008 Unfranked mail Mechanized franking by third parties and at post offices Stamps Express parcel and express courier services Integrated services Postage-paid mailing services Overseas mail and parcels Telegrams and online services Innovative services Logistics services Other postal services 1,656,761 1,300,834 502,226 278,515 256,227 168,087 121,734 69,766 59,874 25,924 88,181 1,810,274 1,337,405 563,366 294,226 201,469 190,956 138,637 75,280 71,882 15,980 77,379 Total market revenues 4,528,129 4,776,854 371,830 310,014 363,646 342,395 5,209,973 5,482,895 Universal Service subsidies Publisher and electoral tariff subsidies (1) Total (1) Subsidies to compensate for tariffs discounted in accordance with the law Unfranked mail includes revenues from the mailing of correspondence by large customers from certain network centres and enabled post offices, including mailings carried out under the Bulk Mail formula. Mechanized franking by third parties or at post offices, which refers entirely the Parent Company, regards revenues from the mailing of correspondence franked directly by customers or at post offices using a franking machine. Stamp sales refer to the sale of postage stamps through post offices and authorised outlets and sales of stamps used for franking on credit. Express parcel and express courier services principally regard services provided by the subsidiary, SDA Express Courier SpA. Integrated services, which refer entirely to the Poste Italiane SpA, regard the delivery of administrative process and fines, amounting to 225,324 thousand euros, the integrated notification service for legal process carried out on behalf of UNEP (Notifications, Enforcements and Complaints Offices), totalling 28,056 thousand euros, and revenues deriving from the agreement with the tax authorities regarding bulk and registered services, amounting to 2,847 thousand euros. Postage-paid mailing services, which refer entirely to the Parent Company, regard revenues from the delivery of periodicals and mail-order goods on behalf of publishers who benefit from preferential rates, as provided for by Law 46 of 27 February 2004, which converted Legislative Decree 353 of 24 December 2003. Overseas mail and parcels, which refer to Poste Italiane SpA, relate to revenues from the international exchange of such items. Telegrams and online services primarily regard the telegram service provided by the Parent Company by phone or at post offices, and amounting to 42,417 thousand euros and 13,711 thousand euros, respectively. Revenues from innovative services, referring to the Postel Group, include 23,212 thousand euros from the door-to-door service, 16,655 thousand euros from direct mailing, 17,676 thousand euros from commercial printing and 2,331 thousand euros from other “added value” services. Universal Service Obligation subsidies regard the subsidies paid by the Ministry of the Economy and Finance to cover the Consolidated financial statements 202 costs of fulfilling the Universal Service Obligation (USO). Subsidies of 371,830 thousand euros are, whilst awaiting renewal of the Contratto di Programma (Planning Agreement) for the three-year period 2009-2011, estimated on the basis of the best available information from previous Contratti di Programma (Planning Agreements) and Interministerial Committee for Economic Planning (CIPE) “Guidelines for Regulation of the Postal Sector”. Publisher and electoral tariff subsidies include: • 242,573 thousand euros representing the amounts due from the Publishing department of the Cabinet Office to cover the cost of the preferential rates offered to publishers and non-profit organisations. The amount due was calculated on the basis of the tariffs established in the Ministry of Communications (now the Ministry for Economic Development) Decree of 23 November 2002 and governed by Law 46 of 27 February 2004. With regard to the financial year ended 31 December 2009, the subsidies to cover the discounts granted by the Parent Company have not been allocated in the Cabinet Office’s budget; • 67,441 thousand euros in amounts paid by the State to cover reductions and preferential prices granted to election candidates under Law 515/93. This amount is also not covered by the MEF’s budget. FINANCIAL SERVICES Revenues from Financial Services, which regard the Parent Company, break down as follows: 30.3 - Financial Services Item 2009 2008 Fees for collection of postal savings deposits Income from investment of postal current account deposits Commissions on bills processed Other revenues from current account services (*) Income from delegated services Distribution of loan products Commissions on credit certificates Money transfers Fees for issue and use of prepaid cards Securities custody Other financial products and services 1,600,000 1,319,900 622,876 534,840 202,442 165,169 158,431 78,444 58,768 24,496 30,655 1,364,548 1,383,380 611,135 501,845 189,516 60,209 241,219 81,919 49,132 26,680 29,308 Total 4,796,021 4,538,891 (*) Balance for 2008 adjusted in application of IFRIC 13 (note 2.3). Fees for the collection of savings deposits regard payment for managing, issuing and redeeming Postal Savings Certificates and payments into and withdrawals from Posta Savings books. These services are provided by the Parent Company on behalf of Cassa Depositi e Prestiti. 1,600,000 thousand euros of the accrued amount for 2009 was determined in relation to the achievement of targets for savings deposits set out in the agreement entered into on 30 July 2009. This agreement expired on 31 December 2009 and a new agreement, governing the provision of this service in 2010, was signed on 10 March 2010. Income from the investment of postal current account deposits breaks down as follows: Poste Italiane | Annual Report Notes to the consolidated financial statements 203 30.4 - Income from the investment of postal current account deposits Item Income from investments in securities Interest income on HTM securities Interest income on AFS financial assets Interest income on securities held for trading Interest income on asset swaps of AFS financial assets Income from deposits held with the MEF Remuneration of current account deposits (deposited with the MEF) Differentials on hedging derivatives Net remuneration of Group’s own liquidity recognised in finance income and costs Total 2009 2008 1,112,073 516,695 543,453 1,825 50,100 214,296 214,296 (6,469) 1,319,900 1,052,569 510,292 528,412 936 12,929 355,564 355,564 (24,753) 1,383,380 Income from investments in securities Interest income on securities derives from the investment of deposits paid into postal current accounts by private customers. The total includes the impact of the cash flow hedges described in note 16.4. Income from deposits held with the MEF Remuneration of postal current account deposits represents accrued interest for the year on deposits held with the MEF. The floating rate used to determine the remuneration has been calculated in accordance with the Agreement with the MEF approved by specific Ministerial Decree on 7 April 2009 (note 16). Net remuneration of the Group’s own liquidity deposited in postal current accounts This item is shown separately in Finance income and costs (note 41). Other revenues from current account services primarily regard current account charges (189,143 thousand euros), fees on amounts collected and on statements of account sent to large customers (138,256 thousand euros), annual fees on debit cards (62,623 thousand euros) and on debit card transactions (69,120 thousand euros). Income from delegated services primarily regards amounts received by the Parent Company for the payment of pensions disbursed by INPS (106,614 thousand euros) and INPDAP (15,789 thousand euros), and for treasury services carried out by the Company in 2009 on the basis of the Agreement between Poste Italiane and the MEF (63,912 thousand euros). Revenues from the distribution of loan products by the Parent Company regard commissions on the sale of personal loans and mortgages provided by third parties (165,169 thousand euros). Commissions on credit certificates primarily regard income from the placement of bonds issued by leading credit institutions (150,557 thousand euros) and from government securities (7,874 thousand euros). Revenues from money transfers primarily regard commissions collected on national money orders (56,010 thousand euros), Moneygram transfers (15,844 thousand euros) and Eurogiros (6,142 thousand euros). Revenues from other financial products and services primarily include revenues from the tax collection service (5,300 thousand euros). OTHER SALES OF GOODS AND SERVICES This relates to income from ordinary activities that is not directly attributable to the specific Postal, Financial and Insurance segments, to which it is allocated for the purposes of segment reporting in accordance with the relevant accounting standards. The main components are described below: • 92,337 thousand euros (30,903 thousand euros in 2008) generated by PosteMobile SpA, primarily from the provision of mobile telecommunications services; • 68,478 thousand euros earned by the Parent Company (67,073 thousand euros in 2008), including fees received for collecting applications for residence permits and other permits (25,876 thousand euros), income from ancillary franking and packaging services (10,491 thousand euros) and income from call centre services (5,462 thousand euros); Consolidated financial statements 204 • revenues from the sale of products via the “shop-in-shop” channel or by catalogue and mail order, primarily by the subsidiary, PosteShop SpA, amounting to 58,582 thousand euros (65,885 thousand euros in 2008); • 28,999 thousand euros generated by Poste Link Scrl from the supply of multi-channel Contact Centre solutions for the provision of information and services primarily on behalf of INPS (National Social Insurance Institute) and INAIL (National Insurance Institute for Industrial Accidents); • 28,879 thousand euros (39,660 thousand euros in 2008) from collective asset management carried out by BancoPosta Fondi SGR, consisting primarily of management fees of 25,253 thousand euros and subscription and redemption fees of 664 thousand euros; • 26,098 thousand euros (32,996 thousand euros in 2008) in revenues generated by Mistral Air Srl, primarily from the supply of air transport services; • 26,001 thousand euros (87,046 thousand euros in 2008) primarily from property sales carried out by EGI SpA in 2009. 31 - EARNED PREMIUMS 31.1 - Earned premiums Item 2009 2008 Earned premiums Life Branch I Life Branch III Life Branch V Non-life insurance Other income from insurance services 7,091,501 6,128,999 892,549 67,151 2,802 20,903 5,523,308 4,006,648 1,515,474 1 1,185 11,677 Total 7,112,404 5,534,985 2009 2008 1,341,274 174,307 844,500 322,467 339,478 211,014 120,386 8,078 968,110 781,872 186,238 776,868 670,025 106,843 72,638 72,638 - Change in fair value of financial liabilities - 607,314 Finance income from forward purchases Fair value gains Realised gains 7,521 7,521 1,320 463 857 41,475 2,431,018 63,479 1,788,459 32 - OTHER INCOME FROM FINANCIAL AND INSURANCE ACTIVITIES 32.1 - Other income from financial and insurance activities Item Income from financial instruments at fair value through profit or loss Interest Fair value gains Realised gains Income from available-for-sale financial assets Interest Realised gains Income from held-to-maturity investments Realised gains Other income Total Poste Italiane | Annual Report Notes to the consolidated financial statements 205 33 - OTHER OPERATING INCOME This item primarily regards the following: 33.1 - Other operating income Item 2009 2008 62,061 11,335 36,800 26,427 4,606 3,177 612 65,623 35,189 11,749 37,673 20,822 10,853 3,029 914 37,772 210,641 158,001 2009 2008 Gains on disposal of operating property and land Gains on disposal of investment property Gains on disposal of other operating assets 40,378 7,851 13,832 22,942 9,134 3,113 Total 62,061 35,189 Gains on disposals Lease rentals Increases to estimates for previous years Recovery of contract expenses and other recoveries Recovery of cost of seconded staff Invalidated money orders Grants related to income Other income and sundry revenues Total GAINS ON DISPOSALS 33.2 - Gains on disposals Item For the purposes of reconciliation with the statement of cash flows, in 2009 the net gains in question amount to 60,326 thousand euros, after losses of 1,735 thousand euros (note 40). In 2008, net gains, after losses of 5,985 thousand euros and non-recurring realised gains from the sale of investments, totalling 4,000 thousand euros, amounted to 33,204 thousand euros. LEASE RENTALS 33.3 - Lease rentals Item 2009 2008 Rental income from investment property Rental income on commercial property Recovery of expenses, transaction costs and other income 4,615 3,688 3,032 4,971 3,402 3,376 11,335 11,749 Total Lease rentals regard the management of properties owned by the Parent Company, which is held to be of a residual nature and separate from the ordinary activities of the subsidiary, EGI SpA. Under the relevant lease agreements, tenants usually have the right to break off the lease with six months notice. Given the resulting lack of certainty, the expected revenue flows from these leases are not referred to in these notes. No significant extraordinary maintenance costs were transferred to tenants via increases in rents. Consolidated financial statements 206 OTHER INCOME AND SUNDRY REVENUES This item includes, among other items, income from the settlement of disputes between the Parent Company and third parties. A large proportion of this item for 2009 regards this type of income. 34 - COST OF GOODS AND SERVICES This item breaks down as follows: 34.1 - Cost of goods and services Item 2009 2008 Services Lease expense Raw, ancillary and consumable materials and goods for resale Interest expense paid to current account holders 1,876,838 337,120 210,492 125,736 1,869,073 331,212 236,005 152,706 Total 2,550,186 2,588,996 2009 2008 530,970 227,407 163,045 161,008 144,761 128,385 91,932 82,333 77,848 75,560 56,107 45,761 39,078 20,698 20,105 8,422 1,368 1,355 695 578,774 231,950 123,087 147,438 105,315 129,316 88,992 86,787 83,315 88,342 63,395 37,812 48,120 21,264 18,325 10,923 2,111 1,401 2,406 1,876,838 1,869,073 (*) (*) Balance for 2008 adjusted in application of IFRIC 13 (note 2.3). SERVICES This item breaks down as follows: 34.2 - Services Item Transport of mail, parcels and forms Routine maintenance and technical assistance Personnel services Outsourcing fees and other external service charges (*) Telecommunications and data transmission (**) Energy and water Transport of cash Mail, telegraph and telex Cleaning, waste disposal and security Printing and enveloping services Consultants’ fees and legal expenses Credit and debit card fees and charges Advertising and promotions Agents’ commissions and other Insurance premiums Securities custody fees Fees payable for asset management Remuneration of Statutory Auditors Other Total (*) (**) Balance for 2008 adjusted in application of IFRIC 13 (note 2.3). This item includes 51,569 thousand euros regarding the cost of providing mobile telecommunications services to PosteMobile SpA’s customers (16,784 thousand euros in 2008). Poste Italiane | Annual Report Notes to the consolidated financial statements 207 Details of the remuneration paid to Statutory Auditors are provided below: 34.3 - Remuneration of Statutory Auditors Item 2009 2008 Remuneration Expenses 1,175 180 1,175 226 Total 1,355 1,401 2009 2008 LEASE EXPENSE Lease expense breaks down as follows: 34.4 - Lease expense Item Property rentals and ancillary costs 179,531 171,108 Vehicle leases 76,070 73,912 Equipment hire and software licenses 48,360 46,563 Other lease expense 33,159 39,629 337,120 331,212 Total The cost of leasing operating properties almost entirely regards the buildings from which the Group operates (post offices, Delivery Logistics Centres and Sorting Centres). Under the relevant lease agreements, rents are increased annually on the basis of the price index published by the National Office of Statistics (ISTAT). Lease terms are generally six years, renewable for a further six. Renewal is assured via the clause stating that the lessor "waives the option of refusing renewal on expiry of the first term", by which the lessor, once the agreement has been signed, cannot refuse to renew the lease, except in cases of force majeure. Moreover, the companies, in accordance with the standard contract form, have the right to withdraw from the contract at any time, giving six months notice. Consolidated financial statements 208 RAW, ANCILLARY AND CONSUMABLE MATERIALS AND GOODS FOR RESALE This item breaks down as follows: 34.5 - Raw, ancillary and consumable materials and goods for resale Item Consumables and goods for resale Fuels and lubricants Printing of postage and revenue stamps Printed matter, stationery and advertising material SIM cards and scratch cards Movement in inventories of work in progress, semi-finished and finished goods and goods for resale Movement in inventories of raw, ancillary and consumable materials Other Note 2009 2008 112,914 53,049 20,457 21,429 1,728 122,501 66,610 23,572 22,274 1,427 1,166 (282) 31 (748) (880) 1,249 210,492 236,005 [12.1] [12.1] Total INTEREST EXPENSE PAID TO CURRENT ACCOUNT HOLDERS The rate paid to retail customers was 0.50% until 31 May 2009 and 0.25% from 1 June 2009 (0.50% throughout 2008). 35 - CHANGE IN TECHNICAL PROVISIONS FOR INSURANCE BUSINESS AND OTHER CLAIMS EXPENSES 35.1 - Change in technical provisions for insurance business and other claims expenses Item 2009 2008 Claims paid Change in outstanding claims provisions Change in mathematical provisions Change in other technical provisions Change in technical provisions where investment risk is transferred to policyholders Use of provisions for non-recurring charges deriving from conversion of Branch III policies Claims expenses and Change in other provisions – Non-life 1,728,124 87,096 6,023,924 155,220 697,313 (65,000) (359) 1,970,560 (3,088) 2,795,299 (238,802) 656,340 4 Total 8,626,318 5,180,313 The change in technical provisions for insurance business and other claims expenses refers to: • claims paid, policies redeemed and the related expenses incurred by Poste Vita, totalling 1,728,124 thousand euros; • the change in mathematical provisions, totalling 6,023,924 thousand euros, reflecting increased obligations to policyholders; • the change in technical provisions where investment risk is transferred to policyholders (so-called class D), totalling 697,313 thousand euros. Poste Italiane | Annual Report Notes to the consolidated financial statements 209 36 - OTHER EXPENSES FROM FINANCIAL AND INSURANCE ACTIVITIES 36.1 - Other expenses from financial and insurance activities Item Expenses deriving from financial instruments at fair value through profit or loss Fair value losses Realised losses Expenses deriving from available-for-sale financial assets Impairments Realised losses Realised losses on held-to-maturity investments Change in fair value of financial liabilities Finance costs on forward purchases Fair value losses Realised losses Other expenses Total 2009 2008 115,818 26,920 88,898 1,543,904 1,504,784 39,120 12,850 12,850 87,201 54,276 32,925 - 42 166,596 - - 4,215 3,800 415 8,136 55,376 303,400 1,690,738 37 - STAFF COSTS Staff costs include the cost of staff seconded to other organisations. The recovery of such expenses is posted to Other operating income. Staff costs break down as follows: 37.1 - Staff costs Item Note 2009 2008 Wages and salaries Social security contributions Provisions for staff termination benefits: current service cost [25.1] Provisions for staff termination benefits: supplementary pension funds and INPS Agency staff Remuneration and expenses paid to Directors Redundancy payments Net provisions for disputes with staff [24.2] Provisions for restructuring charges [24.2] Other staff costs/(cost recoveries) Total costs Income from fixed-term contracts settlement of 10 July 2008 4,379,184 1,213,134 399 273,246 7,390 3,630 170,081 198,074 115,000 (16,775) 6,343,363 (121,007) 4,377,675 1,106,975 430 258,622 17,063 2,935 54,747 431,428 (4,664) 6,245,211 (203,104) Total 6,222,356 6,042,107 Consolidated financial statements 210 Details of the remuneration paid to Directors are provided below: 37.2 - Remuneration and expenses paid to Directors Item 2009 2008 Remuneration 3,456 2,707 174 228 3,630 2,935 Expenses Total From 1 January 2009, following the entry into force of art. 20 of Law 133/2008, Poste Italiane SpA is required to pay contributions to INPS to cover maternity and involuntary unemployment benefits, which are not provided by IPOST. This is the reason for the increase in the amount payable to INPS at 31 December 2009. Cost items relating to staff termination benefits are described in note 25. Net provisions for disputes with staff and those for restructuring charges are described in note 24.2. Cost recoveries relating to the Parent Company primarily regard revised estimates for previous years. Income from the fixed-term contracts settlement of 10 July 2008 refers to further acceptances during early 2009, following the agreement reached between Poste Italiane SpA and the labour unions regarding the re-employment by court order of staff previously employed on fixed-term contracts. The agreement has resulted in conversion of the previous temporary contracts to permanent arrangements for approximately 3,500 staff who, at 10 July 2008, were employed by the Company by virtue of a judicial ruling that had not yet become final. This was effected by means of individual agreements, under which each member of staff waived any legal or financial claim deriving from the sentence requiring their re-employment, and approximately 2,900 staff agreed to return any amounts paid by the Company for periods during which they did not work, and which the Company had charged to the income statement in previous years. These amounts, which are to be repaid in variable interest-free instalments by 2029, total approximately 142 million euros, representing gross salaries, contributions attributable to the Company and accrued termination benefits. Compared with the above face value of the amounts to be returned, the amount of 121,007 thousand euros recognised in the income statement for the year represents the present value of income deriving from the settlement. This present value was calculated on the basis of the expected cash flows deriving from collection of the amounts due under the individual agreements (based on the forward yield curve for government securities at 30 June 2009), and those deriving from amounts due from IPOST, set out in a specific agreement with the social security institute dated 23 December 2009 (based on the forward yield curve for government securities at 31 December 2009). The following table shows the Group’s average and year-end headcounts by category: 37.3 - Headcount Average number Item Year-end number 2009 2008 31 Dec 2009 31 Dec 2008 Senior managers Middle managers Operating units General services 741 14,703 129,616 6,206 756 14,148 130,149 5,326 714 14,539 126,705 6,164 744 14,477 129,517 6,248 Total permanent staff (*) 151,266 150,379 148,122 150,986 (*) Figures expressed in full-time equivalent terms. Taking account of staff on flexible contracts, the average number of full-time equivalent staff in 2009 was 154,197 (156,467 in 2008). Poste Italiane | Annual Report Notes to the consolidated financial statements 211 38 - DEPRECIATION, AMORTISATION AND IMPAIRMENTS These items break down as follows: 38.1 - Depreciation, amortisation and impairments Item 2009 2008 377,505 94,169 154,790 17,649 20,343 90,554 13,445 376,907 92,221 152,997 20,973 25,527 85,189 (51) 8,710 (1,817) 9,211 (6,092) Amortisation of intangible assets Industrial patents, intellectual property rights, concessions, licences, trademarks and similar rights Other Impairment of goodwill/consolidation differences 156,322 152,633 3,689 950 158,765 153,519 5,246 1,212 Total 555,115 539,952 Note 2009 2008 [5] [7] 4,210 26,128 2,448 41,769 30,338 44,217 Property, plant and machinery Operating properties Plant and machinery Industrial and commercial equipment Leasehold improvements Other assets Impairments/recoveries/adjustments of property, plant and equipment Depreciation of investment property Impairments/recoveries/adjustments of investment property 39 - CAPITALISED COSTS AND EXPENSES This item breaks down as follows: 39.1 - Capitalised costs and expenses Item Property, plant and equipment Intangible assets Total Consolidated financial statements 212 40 - OTHER OPERATING COSTS Other operating costs break down as follows: 40.1 - Other operating costs Item Note 2009 2008 Provisions and losses on doubtful debts (uses of provisions) Provisions for receivables due from customers Provisions for receivables due from parent Provisions for sundry receivables Losses on receivables (*) [13.3] [13.5] [15.2] 31,692 (16,577) 23,211 20,181 4,877 114,377 56,832 46,145 11,395 5 Occurrence of operational risks Robberies during the year Reversal of BancoPosta assets, net of recoveries Other operating losses of BancoPosta [26.5] [26.7] 29,875 9,964 1,166 18,745 32,134 10,997 2,884 18,253 Net provisions for liabilities and charges made/(used) for disputes with third parties for non-recurring charges (**) [24.2] 116,992 11,456 133,636 45,990 [24.2] [24.2] 48,968 56,568 72,936 14,710 1,735 43,006 19,760 28,240 5,985 46,088 21,641 30,357 271,300 384,218 for other liabilities and charges Losses Municipal property tax, urban waste tax and other taxes and duties (***) Revised estimates and assessments for previous years Other recurring costs Total Including 4,431 thousand euros described in note 13.2. Balance for 2008 adjusted in application of IFRIC 13 (note 2.3). (***) Including 3,207 thousand euros in provisions for tax and social security charges (zero in 2008). Net provisions for liabilities and charges thus amount to 120,199 thousand euros (133,636 thousand euros in 2008). (*) (**) Poste Italiane | Annual Report Notes to the consolidated financial statements 213 41 - FINANCE INCOME AND COSTS FINANCE INCOME 41.1 - Finance income Item 2009 2008 32,879 67,580 32,223 37,435 Realised gains 502 28,517 Dividends 154 1,628 11,319 1,116 Income from available-for-sale financial assets Interest/Other income (1) Income from financial instruments at fair value through profit or loss Non-recurring income from investments (1) - 4,000 (1) 128,364 219,922 Interest from parent (2) 43,801 69,795 Other finance income Remuneration of Poste Italiane SpA’s liquidity Interest on bank current accounts Interest on term bank accounts Finance income on discounted receivables (3) Overdue interest Impairment of amounts due as overdue interest Income from subsidiaries Other Foreign exchange gains Revaluations Total 6,469 25,440 15,490 32,890 2,467 26,045 56,217 57,817 2,967 3,030 (2,861) (2,939) 77 78 3,737 7,766 4,784 6,516 8 3,449 177,354 302,583 Income from financial assets regards assets other than those in which deposits collected by BancoPosta and/or the insurance company, Poste Vita SpA, are invested in. (1) For the purposes of reconciliation with the statement of cash flows, for 2009 these items amount to 171,906 thousand euros (258,473 thousand euros in 2008). (2) Interest income from the parent includes: • 43,423 thousand euros as interest payable under Law 887/84, to cover the accrued portion of the interest due on the loans issued by Cassa Depositi e Prestiti (described in note 9.2), including 11,665 thousand euros accrued in 2009 and 31,758 thousand euros accrued in previous years; • 378 thousand euros in interest on the account held at the Italian Treasury. (3) Finance income on discounted receivables regards: 31,772 thousand euros in accrued interest on the amount due from the MEF (note 9.2), 14,967 thousand euros in interest on amounts due for the publisher tariff subsidies described in note 12.2, and 9,478 thousand euros in interest on amounts due from staff under the fixed-term contracts settlements of 2006 and 2008 (note 11.1). Consolidated financial statements 214 FINANCE COSTS 41.2 - Finance costs Item Note Finance costs on financial liabilities on bonds on shareholder loans on bank borrowings on other borrowings paid to the parent on derivative financial instruments on amounts payable to subsidiaries Finance costs on sundry financial assets Realised losses on available-for-sale financial assets Impairments of available-for-sale financial assets Fair value losses on financial instruments at fair value through profit or loss Realised losses on financial instruments at fair value through profit or loss 2009 2008 94,777 38,867 32,712 119,660 38,958 12,752 5,599 228 4,612 7 38,746 32,766 8,692 315 146 37 10,865 65 - 20,334 907 9,205 2 5,269 10,798 4,953 Finance costs on provisions for staff termination benefits [25.1] 69,758 74,886 Finance costs on provisions for liabilities [24.2] 1,866 2,525 Finance costs on discounted amounts payable to Solidarity Fund 1,763 4,442 Interest on amounts payable under EC Decision of 16 July 2008 - 19,673 6,283 6,365 3,185 5,409 188,497 253,294 Other finance costs Foreign exchange losses (1) Total Costs on financial instruments regards liabilities other than deposits and assets other than those in which deposits collected by BancoPosta and/or the insurance company, Poste Vita SpA, are invested in. (1) For the purposes of reconciliation with the statement of cash flows, for 2009 finance costs, before foreign exchange losses, amount to 185,312 thousand euros (247,885 thousand euros in 2008). 42 - INCOME TAX EXPENSE 42.1 - Income tax expense Item 2009 2008 Current tax expense Substitute tax Deferred tax assets Deferred tax liabilities 717,800 59,105 4,761 (96,093) 746,017 83,010 (82,640) (109,633) Total 685,573 636,754 Poste Italiane | Annual Report Notes to the consolidated financial statements 215 In 2009 the Parent Company and certain subsidiaries exercised the option granted by art. 15 of Legislative Decree 185/2008, converted into Law 2/2009, and realigned the tax bases of assets and liabilities with their corresponding statutory amounts. This realignment regarded: • differences arising on first-time application of IAS/IFRS in the financial statements for the year ended 31 December 2005, which were rendered deductible by the payment of substitute tax of 49,499 thousand euros; following this transaction, the deferred tax that gave rise to a component of income, totalling 91,657 thousand euros, was recalculated; • differences between the carrying amounts of assets and liabilities and their tax bases arising after adoption of IAS/IFRS (at 31 December 2008 amounting to a taxable amount of approximately 253 million euros), which became deductible in 5 equal instalments from 2009 and in the four subsequent years, with an expected saving of current tax expense of approximately 70 million euros for the Parent Company alone; the exercise of this option did not have any effect on the income statement, in that the reduction in current tax expense is offset by expenses deriving from the elimination of the corresponding deferred tax assets recognised in the years from 2005 to 2008. Postel SpA also exercised the option, granted by the same legislation, of franking non-deductible goodwill arising from extraordinary transactions that took place in previous years, paying substitute tax of 9,606 thousand euros and, at the same time, recognising deferred tax assets of 18,851 thousand euros. Finally, as a result of art. 6 of the Law Decree of 29 November 2008, converted into Law 2 of 28 January 2009, following the decision to claim a rebate of the non-deductible 10% of IRAP paid in 2007, in 2009 the related credit of 10,742 thousand euros has been recognised in the income statement for 2009 (note 14). The positive impact of the above non-recurring events was, therefore, 62,145 thousand euros. 43 - RELATED PARTY TRANSACTIONS IMPACT OF RELATED PARTY TRANSACTIONS ON THE FINANCIAL POSITION AND RESULTS OF OPERATIONS The impact of related party transactions on the financial position and results of operations is shown in the following tables 43.1 and 43.4. Consolidated financial statements 216 43.1 - Impact of related party transactions on the financial position at 31 December 2009 Balance at 31 Dec 2009 Financial assets Assets attrib.to BancoPosta Trade receivables Other assets Financial liabilities Liabilities attrib. to BancoPosta Trade payables Other liabilities 201 - - 144 982 1,535 364 1,568 98 7 15 27 - 1,351 - 51,204 1,824 7,518 146 179 5 1 2,415 518 1,476 1,454 - 1,018 - 2,154 - - 3 5,417 - - - 2 233 58 2,456 - - 16 - 3,619 5,391 334 6 Ministry of the Economy and Finance Direct relations Agencies and other local offices Former government procurement department 769,500 769,500 - 6,804,803 6,804,803 - 1,287,495 1,201,427 86,068 - 6,540 6,540 - - (16,170) (16,170) - 172,319 172,319 12,140 12,140 - Cassa Depositi e Prestiti Group CONI Servizi Consap SpA Consip SpA Enav SpA EUR SpA Fondoposte Pension Fund Anas Group Enel Group Eni Group Equitalia Group Ferrovie dello Stato Group Finmeccanica Group Fintecna Group Invitalia Group Istituto Poligrafico Zecca dello Stato Group RAI Group Sogei SpA Sviluppo Mercato Fondi Pensione SpA Provisions for doubtful debts due from external related parties 101,143 - - 938,601 69 306 5 308 67 43,969 8,436 33,153 652 69 16 18 213 17 19 1 - 679,517 - 86,936 - 21 41 882 3 705 17,103 953 11,225 62,644 183 1,034 2 - 14,929 60,561 - - - (108,090) (5,071) - - - - Total 871,862 6,804,803 2,214,918 1,518 680,868 80,457 288,949 87,636 Name Subsidiaries Address Software Srl Consorzio Poste Contact Consorzio Poste Welfare - in liquidation Docutel SpA Poste Assicura SpA Poste Tributi ScpA Poste Voice SpA Joint ventures Italia Logistica Srl Associates Consorzio ANAC Docugest SpA Uptime SpA Other SDA Group associates Related parties external to the Group At 31 December 2009 Provisions for liabilities and charges made to cover probable liabilities arising from transactions with related parties external to the Group and regarding trading relations amount to 46,974 thousand euros (122,833 thousand euros at 31 December 2008). Poste Italiane | Annual Report Notes to the consolidated financial statements 217 43.2 - Impact of related party transactions on the financial position at 31 December 2008 Balance at 31 Dec 2008 Name Financial assets Assets attrib.to BancoPosta Trade receivables Other assets Financial liabilities Liabilities attrib. to BancoPosta Trade payables Other liabilities - Subsidiaries Address Software Srl Consorzio Poste Contact Consorzio Poste Welfare Docutel SpA Poste Assicura SpA Poste Tributi ScpA Poste Voice SpA - - 246 983 25 1,831 444 1,029 88 62 11 - 20 804 - 5 1,489 1,203 1 33 64 1,543 1,067 4 1 3,493 1,649 2,270 1,021 - 1,187 - - 3,008 41 - - 3 - 6,188 4,208 59 - - - 435 2,669 - - 20 - 2,632 669 6 Ministry of the Economy and Finance Direct relations Agencies and other local offices Former government procurement department 905,549 905,549 - 5,546,358 5,546,358 - 1,034,104 957,534 76,570 - 7,768 7,768 - - (120,194) (120,194) - 158,359 158,359 497,712 497,712 - Cassa Depositi e Prestiti Group CONI Servizi Consap SpA Consip SpA Enav SpA EUR SpA Fondoposte Pension Fund Agenzia Nazionale Attrazione Investimenti e Sviluppo Impresa Group Alitalia Group Anas Group Enel Group Eni Group Equitalia Group Ferrovie dello Stato Group Finmeccanica Group Fintecna Group Gestore Servizi Elettrici Group Istituto Poligrafico Zecca dello Stato Group RAI Group Sogei Group Sviluppo Mercato Fondi Pensione SpA Provisions for doubtful debts due from external related parties 102,230 - - 755,381 69 1 880 176 - - 840,235 - 692,650 - 19 2,520 - 53,287 - - 24 954 48 49,725 12,263 18,514 544 36 26 1 72 15 203 2 - - - 14,196 1,787 19,212 921 8,602 84,228 1,464 1 - - - - (84,542) (6,298) - - - - 1,008,966 5,546,358 1,799,295 1,543 841,059 576,817 314,511 551,064 Joint ventures Italia Logistica Srl Uptime SpA Associates Docugest SpA Consorzio ANAC Other SDA Group associates Related parties external to the Group Total Consolidated financial statements 218 43.3 - Impact of related party transactions on the results of operations for 2009 2009 Revenue Costs Capital expenditure Current expenditure Other Staff operating costs costs Revenues Other operating income Finance income PPE Intangible assets Goods and services 20 16 19 36 63 502 107 - 73 1 1,868 614 1,326 - 1 58 - - 1,243 7 1 4,400 1,417 81 2,417 - - 1,404 - 7 119 2,259 660 18 - - 10,517 - - - 1 237 - 31 6 - - - 5,299 10,981 - - - 819,269 712,907 106,362 - 7,272 6 ,042 1,230 - 85,762 85,762 - - - - - 25,200 22,764 2,436 - 228 228 - Cassa Depositi e Prestiti Group Cinecittà Holding SpA CONI Servizi Consap SpA Consip SpA Enav SpA EUR SpA Fondoposte Pension Fund Anas Group Enel Group Eni Group Equitalia Group Ferrovie dello Stato Group Finmeccanica Group Fintecna Group Gestore Servizi Elettrici Group Invitalia Group Istituto Poligrafico Zecca dello Stato Group RAI Group SACE Group Italia Lavoro Group RAI Group SACE Group Sogei Group Sogin Group Sicot Srl Sviluppo Mercato Fondi Pensione SpA 1,600,253 7 1,008 124 837 228 3 734 140,231 29,174 82,538 833 279 301 171 43 2,060 94 22 9,398 39 2 63 9 60 278 13 - 2,409 - 38,012 - 8,695 18 91 2,842 2,066 42,083 678 6,849 56,045 11 15,188 17 - 29,022 - 871 189 15 2 - 32,712 408 - Total 2 ,690,980 12,202 88,248 38,012 8,713 162,233 29,022 27,681 33,474 Name Finance costs Subsidiaries Address Software Srl Chronopost International Italia SpA - in liquidation Consorzio Poste Contact Consorzio Poste Welfare - in liquidation Docutel SpA Poste Assicura SpA Poste Tributi ScpA Poste Voice SpA Postel do Brasil Ltda Joint ventures Italia Logistica Srl Associates Consorzio ANAC Docugest SpA Uptime SpA Related parties external to the Group Ministry of the Economy and Finance Direct relations Agencies and other local offices Former government procurement department At 31 December 2009 Provisions for liabilities and charges made to cover probable liabilities arising from transactions with related parties external to the Group and regarding trading relations amount to 3,570 thousand euros (67,466 thousand euros at 31 December 2008). Poste Italiane | Annual Report Notes to the consolidated financial statements 219 43.4 - Impact of related party transactions on the results of operations for 2008 2008 Revenue Costs Capital expenditure Current expenditure Other Staff operating costs costs Revenues Other operating income Finance income PPE Intangible assets Goods and services 9 300 22 28 62 310 100 - 61 5 1 1,997 621 1,360 - 38 - - 2,088 5 1 4,809 1,033 1,811 - - 1 2,011 - 1 36 199 1,129 - 191 56 40 - - - 4,057 13,226 - - 2 - 134 52 - - - 5,263 - - - 915,485 839,827 75,658 - 366 366 - 119,868 119,868 - - - - - 48,109 46,010 2,099 - 19,988 19,988 - Cassa Depositi e Prestiti Group Cinecittà Holding SpA CONI Servizi Consap SpA Consip SpA Enav SpA EUR SpA Fondoposte Pension Fund Agenzia Nazionale Attrazione Investimenti e Sviluppo Impresa Group Alitalia Group Anas Group Enel Group Eni Group Equitalia Group Ferrovie dello Stato Group Finmeccanica Group Fintecna Group Gestore Servizi Elettrici Group Istituto Poligrafico Zecca dello Stato Group Italia Lavoro Group RAI Group SACE Group Sogei Group Sicot Srl Sviluppo Mercato Fondi Pensione SpA 1,364,729 6 1,248 129 910 231 84 58 35 2,230 - - 54 - 87 3,054 - 18,411 - 38,746 - 86 616 603 148,077 33,894 55,531 619 231 343 119 4,826 11 17,692 80 421 56 11 13 - 89 - 77,524 - 9,395 48 26,936 6,381 47,817 677 3,313 53,752 17,711 24 - 65 - 26 40 156 - 208 - Total 2,548,132 4,816 122,265 77,524 9,497 192,045 18,476 50,343 59,180 Name Finance costs Subsidiaries Address Software Srl Chronopost International Italia SpA - in liquidation Consorzio Poste Contact Consorzio Poste Welfare Docutel SpA Poste Assicura SpA Poste Tributi ScpA Poste Voice SpA Postel do Brasil Ltda Joint ventures Italia Logistica Srl Uptime SpA Associates Docugest SpA Related parties external to the Group Ministry of the Economy and Finance Direct relations Agencies and other local offices Former government procurement department The nature of the principal transactions between the Parent Company and related parties external to the Group is summarised below. Consolidated financial statements 220 • Amounts received from the MEF primarily refer to payment for carrying out the Universal Service Obligation (USO), the management of postal current accounts, as reimbursement for electoral tariff reductions and subsidies, and as payment for delegated services, integrated e-mail services, the franking of mail on credit, and for collection of tax returns. • Amounts received from CDP SpA primarily refer to payment for the collection of postal savings deposits. • Amounts received from the Enel Group primarily refer to payment bulk mail shipments, unfranked mail, franking of mail on credit and postage paid mailing services, etc. The costs incurred primarily regard the supply of electricity and gas. • Amounts received from the Equitalia Group primarily refer to payment for the integrated notification service and for unfranked mail. The costs incurred primarily regard electronic transmission of tax collection data. • Amounts received from the ENI Group primarily refer to payment for bulk mail shipments, etc. The costs incurred primarily regard the supply of fuel for motorcycles and vehicles and the supply of gas. • Purchases from the Finmeccanica Group primarily refer to the supply, by Elsag Datamat SpA, of equipment, maintenance and technical assistance for mechanised sorting equipment, and systems and IT assistance regarding the creation of document storage facilities, specialist consulting and software maintenance, and the supply of software licences and of hardware. KEY MANAGEMENT PERSONNEL Key management personnel refers to Directors of the Parent Company, Poste Italiane SpA’s first-line managers and senior management in the most important Group companies. The related remuneration, including social and pension contributions, is as follows: 43.5 - Remuneration of key management personnel Item 2009 2008 Remuneration paid in short term Post-employment benefits 14,800 522 13,546 3,261 Total 15,322 16,807 No loans were granted to key management personnel during the year and at 31 December 2009 the Group companies do not report receivables in respect of loans granted to such personnel. TRANSACTIONS WITH STAFF PENSIONS FUNDS The Parent Company and its subsidiaries that apply the National Collective Labour Contract are members of the Fondoposte Pension Fund, which is the national supplementary pension fund for non-managerial staff. As indicated in article 14, paragraph 1 of Fondoposte’s Bylaws, the representation of members among the various officers and boards (the General Meeting of delegates, the Board of Directors, Chairman and Deputy Chairman, Board of Statutory Auditors) is shared equally between the workers and the companies that are members of the Fund. Among other things, the Fund’s Board of Directors takes decisions regarding: • the general criteria for the allocation of investment risk and for investment policies; • the choice of fund manager and depositary bank. 44 - OTHER INFORMATION POSTAL SAVINGS DEPOSITS Postal savings deposits collected by the Parent Company in the name of and on behalf of Cassa Depositi e Prestiti are shown in the table below, which breaks deposits down by category. Poste Italiane | Annual Report Notes to the consolidated financial statements 221 44.1 - Postal savings deposits Item 31 Dec 2009 31 Dec 2008 Postal savings books Interest-bearing Postal Certificates: Cassa Depositi e Prestiti Ministry of the Economy and Finance 91,119,705 192,617,608 102,904,310 89,713,298 81,800,655 185,542,713 95,696,530 89,846,183 Total 283,737,313 267,343,368 The above amounts include accrued and unpaid interest. ASSETS UNDER MANAGEMENT Total assets under management by BancoPosta Fondi SpA SGR, consisting of the fair value of units measured on the last working day of the year, are shown below: 44.2 - Assets under management Item 31 Dec 2009 31 Dec 2008 Collective funds Internally managed funds Third-party fund management 2,882,443 2,882,443 2,694,632 2,351,197 343,435 Total 2,882,443 2,694,632 Average assets under management within the context of BancoPosta Fondi SpA SGR’s proprietary mutual investment funds amount to 2,745 million euros for 2009 (2,969 million euros for 2008). As of 1 January 2009, the company appointed a third-party fund manager, already responsible for making specific investment decisions pursuant to art. 33, paragraph 3 of the Consolidated Law on Finance, to manage its proprietary funds pursuant to art. 36 of the same law. As a result of this new management model, BancoPosta Fondi now acts as a promoter company responsible for promoting and organising the funds, and for managing relations with investors, whilst the appointed third-party fund manager is responsible for managing all the financial aspects of the funds. The Group’s asset management company is also responsible for the management of Poste Vita SpA’s individual investment portfolios. COMMITMENTS Purchase commitments given primarily by the Parent Company are summarised below. 44.3 - Commitments Item Purchase commitments Goods and services Property leases Property, plant and equipment Intangible assets Investment property Total Consolidated financial statements 31 Dec 2009 31 Dec 2008 544,971 550,112 68,911 48,762 88 617,576 466,931 183,128 88,404 33 1,212,844 1,356,072 222 Future commitments with respect to property leases (see note 34.4), which may generally be broken off with six months notice, break down as follows according to due date: 44.4 - Property lease commitments Item 31 Dec 2009 31 Dec 2008 Lease rentals due: within 12 months between 2 and 5 years after 5 years 132,483 351,652 65,977 134,583 312,245 20,103 Total 550,112 466,931 31 Dec 2009 31 Dec 2008 Sureties and other guarantees issued Issued by the Group in its own interests in favour of third parties Issued by banks in the interests of Group companies in favour of third parties 3,667 93,260 4,475 90,236 Total 96,927 94,711 31 Dec 2009 31 Dec 2008 Securities subscribed by customers held by third-party banks Other assets 21,486,200 66,715 23,659,959 356,584 Total 21,552,915 24,016,543 GUARANTEES Personal guarantees issued by the Group are as follows: 44.5 - Guarantees Item THIRD-PARTY ASSETS 44.6 - Third-party assets Item Other third-party assets almost entirely relate to revenue stamps that the Parent Company was required to sell and distribute under the Agreement with the MEF of 17 March 1995. From 1 January 2007, the 2007 Finance Act requires stamp duty to be paid electronically via the issue of a specific receipt by the authorised intermediary. As a result, based on the instructions contain in a memorandum issued by the tax authorities on 29 December 2006, from 1 January 2007 Poste Italiane has suspended the distribution and sale (including on its own behalf) of all revenue stamps. Despite the fact that there is limited market demand for the stamps held in stock by the Parent Company, Poste Italiane is required to continue to hold them. Poste Italiane | Annual Report Notes to the consolidated financial statements 223 ASSETS IN THE PROCESS OF ALLOCATION At 31 December 2009 the Parent Company has paid a total of 364,568 thousand euros in claims on behalf of the Ministry of Justice (399,265 thousand euros at 31 December 2008), for which, under the agreement between Poste Italiane and the MEF, it has already been reimbursed by the Treasury, whilst awaiting acknowledgement of the relevant account receivable from the Ministry of Justice. LITIGATION In 2008 the Parent Company was charged with violation of certain requirements of Legislative Decree 231/2001. The charges regard the failure to implement appropriate preventive measures at organisational and operational level, thereby permitting the deliberate overestimation of postal savings deposits in 2003, in order to earn an undue amount of income. Whilst it is not possible to predict the outcome of the trial, which is underway at the Court of Naples, it should be noted that the financial and commercial effects of the dispute have been reflected in the financial statements for previous years, and that Poste Italiane SpA has for some time now taken appropriate organisational and operational steps to comply with the requirements of Legislative Decree 231/2001. PROCEEDINGS PENDING BEFORE THE AUTHORITIES European Commission In execution of the European Commission’s Decision of 16 July 2008 regarding State aid, and in accordance with instructions from the Parent Company’s shareholder, on 15 January 2009 Poste Italiane SpA paid the amount due to the MEF. The Company’s appeal is pending before the European Community Court. Antitrust Authority On 27 April 2009 the Antitrust Authority notified Poste Italiane SpA that it had begun an investigation of an alleged violation of art. 3 of Law 287/90 or art. 82 of the EU Treaty, relating to bill payment services. The Authority intends to investigate whether or not the “strategy by which Poste Italiane – thanks to its dominant position and its ability to determine the standards for payment forms that exclude their use outside the postal network -, applies contractual conditions that are unjustifiably onerous and that exclude competitors“. Poste Italiane SpA has given certain commitments pursuant to art. 14 ter of Law 287/90, aimed at curbing any anti-competitive behaviour. On 28 December 2009 the Antitrust Authority made binding the commitments formally given by Poste Italiane SpA, with the aim of facilitating the use of alternative channels for the payment of bills. The Authority has adjudged the commitments sufficient to remove the threat to competition and has terminated its investigation without ruling that an infringement had taken place or imposing any penalty. The Antitrust Authority ruling of 15 October 2009 launched an investigation of Poste Italiane SpA in relation to deregulated postal services, in order “to determine whether the Company's actions entailed an abuse of a dominant market position pursuant to art. 82 of the EC Treaty”, with specific reference to the Posta Time product and participation in certain tenders. Consequently, the Company sought to demonstrate to the Authority the "rationale" behind its commercial initiatives and, in the belief that such actions fully comply with competition legislation, on 1 March 2010 it nevertheless decided to give certain specific commitments aimed at curbing any anti-competitive behaviour. If these commitments are accepted the procedure may be closed without any penalties for Poste Italiane SpA. The outcome of the subsequent phases of the investigation, which is currently underway, is awaited, but the procedure is expected to be completed by 18 November 2010. On 8 October 2009 the Antitrust Authority formally launched a PB/455 procedure regarding PosteShop SpA, in order to investigate alleged infringements of the "Regulations governing misleading advertising", connected with the advertising Consolidated financial statements 224 material used by PosteShop to promote the activities of the Kipoint franchise retail network. At the end of December 2009, convinced of the lawfulness of its actions, the company nevertheless submitted a proposal containing commitments aimed at rectifying the alleged abuses. On 9 March 2010 the Authority notified its refusal to accept the commitments made, except for the "possibility for the Authority to assess the subsequent behaviour of the party, if this constitutes effective and documented cooperation to the benefit of consumers”. Bank of Italy Following the results of the Bank of Italy’s inspection of BancoPosta in 2008, in April 2009 the Company responded to the inspectors’ findings with its own observations and proposals regarding the initiatives it intends to take in order to resolve the problems identified, which will be periodically provided and continuously updated. In a letter dated 13 August 2009 the Supervisory Authority acknowledged the Company's intention to undertake necessary corrective measures regarding BancoPosta's organisational and accounting structure in order to bring it fully into line with the relevant legislation, and also advised Poste Italiane to continue its planning and/or implementation of projects aimed at overcoming the specific issues that emerged during the inspection. On 25 February 2010 the Company notified the Bank of Italy on the state of progress as of 31 December 2009 of the planned activities. In tandem with these activities, a joint working group was set up, including the Bank of Italy, the shareholder, the Ministry of the Economy and Finance, and Poste Italiane SpA, in order to assess the best means for identifying legally independent capital for BancoPosta, in order to apply prudential supervision requirements and protect BancoPosta's creditors. Isvap The Private Insurance Regulator (ISVAP) completed its investigation of Poste Vita SpA’s activities, begun at the end of 2008, in December 2009. The resulting findings were communicated to the company’s management in February 2010. The company has responded to ISVAP’s findings with its own observations and proposals regarding the initiatives it intends to take in order to resolve the problems identified. Based on the investigation conducted so far, and notwithstanding the risk of a fine being imposed, the findings are not expected to generate liabilities not adequately covered by the relevant provisions. DISCLOSURE OF FEES PAID TO THE INDEPENDENT AUDITORS In 2009 Poste Italiane SpA independently adopted guidelines governing the procedures for awarding contracts to the Independent Auditors or companies within its network. The guidelines also require the Company to provide a summary of the contracts awarded. The following table shows fees, broken down by type of service, payable to PricewaterhouseCoopers SpA and companies within its network for 2009. Poste Italiane | Annual Report Notes to the consolidated financial statements 225 44.7 - Disclosure of fees paid to the Independent Auditors Item Entity providing service Fees Audit PricewaterhouseCoopers SpA PricewaterhouseCoopers network 1,524 - Voluntary audits or audit-related services PricewaterhouseCoopers SpA PricewaterhouseCoopers network 90 - Services other than audit PricewaterhouseCoopers SpA PricewaterhouseCoopers network 17 1,397 Total (*) (*) 3,028 The above amounts do not include incidental expenses and charges (for example, the regulatory fee paid to the Consob). The services other than audit mainly regard a long-term contract, awarded by Poste Italiane SpA via a tender process, for monitoring the quality of the Priority Mail and Posta Target services, and a contract, awarded by SDA Express Courier SpA, for assistance in the design and implementation of CRM systems. 45 - INFORMATION ON INVESTMENTS 45.1 - List of investments consolidated on a line-by-line basis Name (registered office) BancoPosta Fondi SpA SGR (Rome) Consorzio Logistica Pacchi ScpA (Rome) Consorzio per i Servizi di Telefonia Mobile ScpA (Rome) (*) Europa Gestioni Immobiliari SpA (Rome) Mistral Air Srl (Rome) Postecom SpA (Rome) PosteMobile SpA (Rome) (*) Poste Energia SpA (Rome) (*) Poste Italiane Trasporti SpA (Rome) Poste Link Scrl (Rome) (*) Poste Tutela SpA (Rome) Poste Vita SpA (Rome) (*) Postel SpA (Rome) PostelPrint SpA (Rome) PosteShop SpA (Rome) SDA Express Courier SpA (Rome) (*) % interest Share capital Profit/(Loss) for year Equity 100% 97.5% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 12,000 516 120 103,200 530 6,450 2,582 120 1,020 200 153 561,608 15,122 19,941 (2,342) (1,612) (6,795) 377 803 5,197 771 107,878 49,377 516 120 417,278 (683) 39,770 9,415 788 5,419 7,251 7,177 1,070,734 100% 100% 100% 100% 20,400 7,140 2,582 54,600 19,505 4,237 (1,545) (23,529) 138,400 32,768 5,806 81,198 The figures for these companies have been calculated under IFRS, and may not, therefore, be consistent with those contained in the financial statements prepared under Italian GAAP. Consolidated financial statements 226 45.2 - List of investments accounted for using proportionate consolidation Assets Name (registered office) Italia Logistica Srl (*) (Rome) (*) Liabilities % interest current non-current current non-current Revenues 50% 44,297 14,713 50,382 3,175 73,185 Profit/(Loss) for year (6,011) The number of staff at 31 December 2009 totals 80. 45.3 - List of investments in entities accounted for using the equity method Name (registered office) % interest Assets Liabilities Revenues Profit/(Loss) for the year 51% 30.30% 100% 51% 1,471 43 3,845 10 1,275 10 2,876 - 2,143 4,329 263 81 499 - 50% 85% 100% 90% 100% 99.88% 20% 7,857 4,296 8,693 4,243 1,717 834 241 8,449 3,698 2,907 518 1,660 1,664 756 114 8,308 11,712 5,132 1,000 516 2,485 5 14,129 871 (74) 77 (135) 12 6 20 Address Software Srl (Rome) Consorzio ANAC (Rome) Consorzio Poste Contact (Rome) Consorzio Poste Welfare - in liquidation (Rome) (a) Docugest SpA (Parma) Docutel Communications Services SpA (Siena) Poste Assicura SpA (Rome) Poste Tributi ScpA (Rome) Poste Voice SpA (Rome) Postel do Brasil Ltda (Brasilia) (b) Programma Dinamico SpA (Rome) (c) Uptime SpA (Rome) (d) The Group’s investment in the Poste Welfare consortium (in liquidation) is held by the Poste Contact consortium. Figures taken from the company’s latest approved financial statements for the year ended 31 December 2007. (c) Figures taken from the company’s latest approved financial statements for the year ended 31 December 2008; Group companies do not hold investments in Programma Dinamico SpA (note 2.2). (d) Figures taken from the company’s latest approved financial statements for the year ended 31 December 2008. (a) (b) 46 - EVENTS AFTER 31 DECEMBER 2009 Events after the end of the reporting period are described in the above notes. No other material events have taken place after 31 December 2009. Poste Italiane | Annual Report Notes to the consolidated financial statements I Attestation of the separate and consolidated financial statements 227 Attestation of the separate and consolidated financial statements for the year ended 31 December 2009 pursuant to art.154-bis of Legislative Decree 58/1998 1. The undersigned, Massimo Sarmi, as Chief Executive Officer, and Alessandro Zurzolo, as Manager responsible for Poste Italiane SpA’s financial reporting, having also taken account of the provisions of art.154-bis, paragraphs 3 and 4 of Legislative Decree 58 of 24 February 1998, attest to: – the adequacy with regard to the nature of the Company and – the effective application of the administrative and accounting procedures adopted in preparation of the separate and consolidated financial statements during 2009. 2. In this regard, it should be noted that: 2.1 as highlighted in the Internal Control-Integrated framework model issued by the Committee of Sponsoring Organizations of the Treadway Commission, which represents the international standard body of generally accepted principles of internal control, as expressly referred to by Confindustria (the main organization representing Italian manufacturing and services companies) in its Guidelines for the role of Manager responsible for financial reporting pursuant to art.154-bis of the Consolidated Law on Finance, an internal control system, no matter how well designed and implemented, can only provide reasonable, not absolute, assurance that the company’s objectives will be achieved, including true and fair financial reporting; 2.2 a number of activities, including checks on the effective application of administrative and accounting procedures, are in progress. 3. We also attest that: 3.1 the separate and consolidated financial statements: a) have been prepared in compliance with the International Financial Reporting Standards endorsed by the European Union through EC Regulation 1606/2002, issued by the European Parliament and by the Counsel on 19 July 2002; b) are consistent with the underlying accounting books and records; c) give a true and fair view of the financial position and results of operations of the Company and its subsidiaries included in the basis of consolidation. 3.2 the Directors’ Report on Operations includes a reliable operating and financial review of the Company and of the Group, as well as a description of the main risks and uncertainties to which they are exposed. Rome, Italy 24 March 2010 Chief Executive Officer Massimo Sarmi Manager responsible for financial reporting Alessandro Zurzolo (This certification has been translated from the original which was issued in accordance with Italian legislation) Consolidated financial statements 228 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS OF GRUPPO POSTE ITALIANE FOR THE YEAR ENDED 31 DECEMBER 2009 To the Shareholders of Poste Italiane SpA The consolidated financial statements of Gruppo Poste Italiane for the year ended 31 December 2009, which report profit for the year of 903,990 thousand euros (882,582 thousand euros for the year ended 31 December 2008), have been prepared by the Parent Company, in accordance with the provisions of EC Regulation no. 1606/2002, under international financial reporting standards (IFRS). The financial statements consist of the statement of financial position, the separate income statement, the statement of comprehensive income, the statement of changes in equity, the statement of cash flows and the notes to the financial statements, accompanied by the Directors’ Report on Operations. The notes also provide a clear description of the basis of accounting used, the specific accounting standards chosen and applied, and the nature and value of related party transactions. The statement of financial position format uses the current/non-current distinction, whilst the separate income statement has been prepared using the nature of expense method, and the statement of cash flows using the indirect method. The reports of the boards of statutory auditors and independent auditors of consolidated companies do not indicate critical issues of any significance. The Board acknowledges that the independent auditors, PricewaterhouseCoopers SpA, issued their opinion on the consolidated financial statements on 6 April 2010. In conclusion, our review of the criteria adopted in the preparation of the consolidated financial statements, with particular reference to the basis of consolidation and the consistent application of accounting standards, did not reveal any significant aspects or information to be included in this Report. Rome, Italy 9 April 2010 THE BOARD OF STATUTORY AUDITORS D.ssa Silvana Amadori Dr. Ernesto Calaprice Dr. Francesco Ruscigno Poste Italiane | Annual Report - Chairwoman - Auditor - Auditor Statutory Auditors’ Report | Independent Auditors’ Report 229 INDEPENDENT AUDITORS’ REPORT Consolidated financial statements 230 Poste Italiane | Annual Report Independent Auditors’ Report 231 Consolidated financial statements 235 Statement of financial position Income statement Statement of comprehensive income Statement of changes in Equity Statement of cash flows Notes to the financial statements 1. Introduction 2. Basis of accounting 3. Risk management 4. Property, plant and equipment 5. Investment property 6. Intangible assets 7. Investments 8. Financial assets 9. Deferred taxes 10. Other non-current assets 11. Trade receivables 12. Current tax assets 13. Other current receivables and current assets 14. Assets and liabilities attributable to BancoPosta 15. Cash and cash equivalents 16. Non-current assets held for sale 17. Share capital 18. Shareholder transactions 19. Reserves 20. Provisions for liabilities and charges 21. Staff termination benefits 22. Financial liabilities 23. Trade payables 24. Current tax liabilities 25. Other liabilities 26. Revenues from sales and services 27. Other income from financial activities 28. Other operating income 29. Cost of goods and services 30. Other expenses deriving from financial activities 31. Staff costs 32. Depreciation, amortisation and impairments 33. Other operating costs 34. Finance income and costs 35. Income tax expense 36. Related party transactions 37. Other information 38. Events after 31 December 2009 Attestation of the separate and consolidated financial statements for the year ended 31 December 2009 pursuant to art 154-bis of Legislative Decree 58/1998 Statutory Auditors’ Report Independent Auditors’ Report 236 237 238 239 240 241 241 242 256 271 273 274 275 278 283 285 286 291 291 293 298 299 300 300 300 301 303 304 308 310 311 315 318 318 320 322 323 324 325 326 328 329 334 337 338 339 341 236 STATEMENT OF FINANCIAL POSITION ASSETS (€ ) related party transactions (Note 36) 31 Dec 2008 related party transactions (Note 36) 1 Jan 2008 related party transactions Note 31 Dec 2009 Property, plant and equipment Investment property Intangible assets Investments Financial assets Deferred tax assets Other assets Total [4] [5] [6] [7] [8] [9] [10] 2,965,692,335 77,017,157 344,913,756 1,074,632,600 1,013,265,835 550,163,995 494,165,864 6,519,851,542 1,074,632,600 847,533,069 1,465,574 3,065,542,343 90,932,287 301,101,727 1,058,132,600 1,267,840,327 553,771,084 441,754,223 6,779,074,591 1,058,132,600 1,020,838,092 1,465,574 2,989,108,737 108,127,410 245,674,599 1,052,749,927 961,236,361 469,878,751 390,581,206 6,217,356,991 1,052,749,927 778,723,624 - Assets attributable to BancoPosta [14] 39,512,159,351 6,804,803,566 38,909,191,471 5,546,358,076 38,940,311,289 6,870,168,285 [11] [12] [13] [8] [15] 3,965,438,745 37,701,684 446,204,856 595,289,454 2,440,741,256 1,088,964 532,290,150 3,333,804,732 30,581,485 414,787,093 811,496,268 1,998,463,200 1,992,895 488,746,888 3,958,008,232 114,114,418 339,276,557 607,700,431 2,796,213,661 2,186,855 577,866,036 1,598,563,915 6,643,198,654 - 485,572,317 972,911,119 6,049,153,014 - 618,524,814 5,637,624,452 - 1,285,006 - 3,471,862 - 543,641 - Non-current assets Current assets Trade receivables Current tax assets Other current receivables and assets Financial assets Cash and cash equivalents Escrow account (EC Decision of 16 July 2008) Deposits and cash in hand Total Non-current assets held for sale [16] TOTAL ASSETS 52,676,494,553 51,740,890,938 50,795,836,373 LIABILITIES AND EQUITY (€ ) related party transactions (Note 36) 31 Dec 2009 [17] [19] 1,306,110,000 659,587,199 2,111,223,261 4,076,920,460 - 1,306,110,000 258,415,681 1,524,462,720 3,088,988,401 - 1,306,110,000 4,479,268 1,599,522,646 2,910,111,914 - [20] [21] [22] [9] [25] 286,437,335 1,419,160,550 1,823,509,546 345,634,313 72,919,430 3,947,661,174 33,010,996 512,667,533 - 257,919,500 1,486,766,219 2,029,562,067 231,816,596 95,090,246 4,101,154,628 33,393,254 679,517,331 - 290,921,479 1,451,781,270 2,608,689,331 319,852,186 141,143,696 4,812,387,962 41,315,320 840,235,277 - Liabilities attributable to BancoPosta [14] 37,810,095,612 Current liabilities Provisions for liabilities and charges [20] 894,482,141 Trade payables [23] 1,652,096,792 Current tax liabilities [24] 65,694,979 Other liabilities [25] Other current payables and liabilities 1,615,575,988 Amount payable to parent (EC Decision of 16 July 2008) Financial liabilities [22] 2,613,967,407 Total 6,841,817,307 172,232,170 37,206,088,506 671,679,728 37,500,168,708 965,288,018 13,963,084 493,554,062 - 818,843,297 1,751,142,184 58,399,127 89,439,541 541,345,963 - 510,217,690 1,676,957,120 16,691,809 17,311,116 468,871,027 - 98,276,750 1,496,338,894 103,716,732 1,474,164,021 75,612,771 492,268,365 485,572,317 2,734,363,584 7,344,659,403 485,572,317 306,478,262 1,895,137,149 5,573,167,789 233,629,852 Non-current liabilities Provisions for liabilities and charges Staff termination benefits Financial liabilities Deferred tax liabilities Other liabilities Total TOTAL LIABILITIES AND EQUITY Poste Italiane | Annual Report 52,676,494,553 51,740,890,938 1 Jan 2008 related party transactions Note Equity Share capital Reserves Retained earnings Total 31 Dec 2008 related party transactions (Note 36) 50,795,836,373 Statement of financial position | Income statement 237 INCOME STATEMENT (€) related party transactions (Note 36) Note 2009 Revenues from sales and services Other income from financial activities Other operating income Total revenue [26] [27] [28] 9,841,166,028 167,973,157 194,195,191 10,203,334,376 2,924,996,138 22,529,920 9,825,764,130 56,082,409 139,295,289 10,021,141,828 2,787,248,986 14,114,643 Cost of goods and services Other expenses deriving from financial activities Staff costs of which non-recurring costs/(income) Depreciation, amortisation and impairments Capitalised costs and expenses Other operating costs Operating profit/(loss) [29] [30] [31] 2,045,092,280 1,310,700 6,051,933,698 (121,006,911) 504,421,623 (9,908,163) 211,855,645 1,398,628,593 713,752,592 31,400,980 32,956,971 2,109,726,264 11,284,433 5,879,992,958 (203,103,825) 492,034,658 (12,301,600) 301,582,207 1,238,822,908 752,951,196 20,227,819 118,575,235 Finance costs of which non-recurring costs Finance income of which non-recurring income Profit/(Loss) before tax [34] 173,978,500 144,524,373 1,369,174,466 33,967,800 105,849,715 - 232,093,032 19,673,038 268,493,310 1,275,223,186 63,744,370 146,503,901 - 632,514,327 (52,118,963) - 554,426,732 (89,632,370) - Income tax expense of which non-recurring expense/(benefit) PROFIT FOR THE YEAR Financial statements [32] [6] [33] [34] [35] 736,660,139 2008 related party transactions (Note 36) 720,796,454 238 STATEMENT OF COMPREHENSIVE INCOME (€) 2009 2008 736,660,139 720,796,454 [19.1] 569,546,591 (31,744,412) 277,974,863 (47,124,254) [19.1] 3,521,945 (6,204,094) 23,643,069 66,051,492 [21.1] [9.5] 49,848,585 (183,696,695) (94,951,218) (64,055,509) Total other components of comprehensive income 401,271,920 161,538,443 TOTAL COMPREHENSIVE INCOME FOR THE YEAR 1,137,932,059 882,334,897 Profit/(Loss) for the year Available-for-sale financial assets Increase(Decrease) in fair value during the period Transfers to profit or loss Cash flow hedges Increase/(Decrease) in fair value during the period Transfers to profit or loss Actuarial gains/(losses) on provisions for staff termination benefits Taxation of items recognised directly in, or transferred from, Equity Poste Italiane | Annual Report Note Statement of comprehensive income I Statement of changes in Equity 239 STATEMENT OF CHANGES IN EQUITY Equity Reserves (€ ) Share capital Legal reserve Balance at 1 January 2008 1,306,110,000 75,116,168 107,681,086 (178,317,986) 1,599,522,646 2,910,111,914 - - 155,786,750 60,954,746 665,593,401 882,334,897 Appropriation of Profit to Reserves - 37,194,917 - - (37,194,917) - Dividends paid - - - - (245,000,000) (245,000,000) Other shareholder transactions (after tax effect of 5,778,941) - - - - (458,458,410) (458,458,410) 1,306,110,000 112,311,085 263,467,836 (117,363,240) 1,524,462,720 3,088,988,401 Total comprehensive income for the period - - 366,746,024 (1,614,329) 772,800,364 (*) 1,137,932,059 Appropriation of Profit to Reserves - 36,039,823 - - (36,039,823) - Dividends paid - - - - (150,000,000) (150,000,000) 1,306,110,000 148,350,908 630,213,860 (118,977,569) 2,111,223,261 4,076,920,460 Total comprehensive income for the period Balance at 31 December 2008 Balance at 31 December 2009 (*) Fair value Cash flow Retained earnings/ reserve hedge reserve (Accumulated losses) Total This item includes profit for the year of 736,660 thousand euros, actuarial gains on provisions for staff termination benefits of 49,849 thousand euros, net of the related current income tax expense of 13,709 thousand euros. Financial statements 240 STATEMENT OF CASH FLOWS Note 2009 2008 Deposits and cash in hand at beginning of year Profit/(Loss) for year Depreciation, amortisation and impairments [32] Impairments of investments [33] Net provisions for staff [31] Net provisions for restructuring charges [31] Net provisions for liabilities and charges [33] Use of provisions for liabilities and charges [20] Termination benefits paid [21] (Gains)/Losses on disposals [28] (Gains)/Losses on financial transactions (Dividends) [34] Dividends received (Finance income realised) [34] (Finance income in form of interest) [34] Interest received Interest expense and other finance costs [34] Interest paid Losses and impairments/(Recoveries) on receivables [33] Tax and witholding tax paid Other changes Cash generated by operating activities before changes in working capital [a] Changes in working capital: (Increase)/Decrease in Trade receivables (Increase)/Decrease in Other receivables and assets Increase/(Decrease) in Trade payables [23] Increase/(Decrease) in Other liabilities Cash generated by/(used in) changes in working capital [b] Increase/(Decrease) in liabilities attributable to Bancoposta Net cash generated by/(used for) financial assets held for trading [14] Net cash generated by/(used for) available-for-sale financial assets [14] (Increase)/Decrease in other assets attributable to Bancoposta Cash generated by/(used for) financial assets and liabilities attributable to BancoPosta [c] Net cash flow from /(for) operating activities [d]=[a+b+c] - of which related party transactions Investing activities: Property, plant and equipment [4] Investment property [5] Intangible assets [6] Investments [7] Other financial assets Net cash used for investments in held-to-maturity investments attributable to BancoPosta [14] Disposals: Property, plant and equipment, investment property and assets held for sale Other financial assets Net cash generated by investments in held-to-maturity investments attributable to BancoPosta Net cash flow from /(for) investing activities (*) [e] - of which related party transactions Proceeds from/(Repayments of) long-term borrowings (Increase)/Decrease in loans and receivables Increase/(Decrease) in short-term borrowings Dividends paid [18] Closure of escrow account (EC Decision of 16 July 2008) [15] Decrease in amount payable to parent (EC Decision 16 July 2008) [25] Opening of escrow account (EC Decision of 16 July 2008) [15] Net cash flow from/(for) financing activities and shareholder transactions [f] - of which related party transactions Net increase/(decrease) in cash and cash equivalents [g]=[d+e+f] Deposits and cash in hand at end of year [15] 972,912 1,369,174 504,422 196,886 115,000 76,080 (319,058) (80,532) (54,893) (70,245) (154) 131 (139,861) 120,343 171,050 (101,609) 27,796 (720,818) 32,106 1,125,818 618,525 1,275,223 492,035 12,337 432,361 67,370 (263,544) (123,775) (29,293) 11,141 (1,201) 883 (27,092) (230,556) 235,784 226,967 (124,222) 102,321 (636,518) 21,059 1,441,280 (602,443) (127,733) (99,045) 122,806 (706,415) 525,830 1,041,786 (1,504,262) 1,064,366 1,127,720 1,547,123 (2,333,968) 573,777 (172,620) 74,184 (45,623) 429,718 (305,184) (1,141,553) 51,434 1,018,392 (376,911) 1,494,087 2,039,539 (268,955) (288) (184,483) (16,500) (165,687) (3,281,112) (438,618) (652) (196,555) (17,719) (888,544) (1,778,988) 76,337 504,739 2,740,493 (595,456) (89,674) (197,488) 145,484 (124,011) (150,000) 485,572 (485,572) (326,015) (471,148) 625,652 1,598,564 55,490 145,593 2,256,695 (863,298) (517,086) (170,799) 197,077 427,892 (245,000) (485,572) (276,402) (135,793) 354,387 972,912 (€000) (*) This item includes BancoPosta’s portfolio of held-to-maturity investments. Poste Italiane | Annual Report Statement of cash flows I Notes to the financial statements 241 NOTES TO THE FINANCIAL STATEMENTS 1 - INTRODUCTION Poste Italiane SpA derives from the conversion of the Public Entity, Poste Italiane, under Resolution 244 of 18 December 1997 passed by the Interministerial Economic Planning Committee. The Company’s registered office is at Viale Europa 190, Rome (Italy) and it is 65% owned by the Ministry of the Economy and Finance (MEF) and 35% owned by Cassa Depositi e Prestiti SpA (CDP). The Company provides a Servizio Postale Universale (a Universal Postal Service, provided under a Universal Service Obligation) in Italy, whilst offering integrated communication, logistics, financial and insurance products and services throughout the country via its national network of around 14,000 post offices. The Company operates in the three segments of Postal Services, Financial Services and Insurance Services, which are supplied by the various business units and Group companies. Postal Services include Mail, Express Delivery, Logistics and Parcels, and Philately. Financial Services regard the activities of BancoPosta listed in art. 2 of Presidential Decree 144 of 14 March 2001, and primarily refer to the collection of public deposits in all their forms, the supply of payment services, foreign currency trading, the promotion and marketing of loans issued by banks and other authorised financial institutions, and the provision of investment services. Poste Italiane SpA increasingly aims to supply integrated services and innovative solutions to the general public, to firms and to central and local government by exploiting its own distribution channels as well as the multiple and complementary competencies of its business units. These financial statements for the year ended 31 December 2009 have been prepared in euros, the currency of the economy in which the Company operates. They consist of the statement of financial position, the separate income statement, the statement of comprehensive income, the statement of changes in Equity, the statement of cash flows and the following notes. All amounts in the consolidated financial statements and the notes are shown in thousands of euros, unless otherwise stated. Poste Italiane SpA’s consolidated financial statements are published together with this document. Financial statements 242 2 - BASIS OF ACCOUNTING 2.1 - BASIS OF PREPARATION Poste Italiane SpA prepares its financial statements under the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), and adopted by the European Union in EC Regulation 1606/2002 of 19 July 2002, and pursuant to Legislative Decree 38 of 20 February 2005, which introduced regulations governing the adoption of IFRS in Italian law. The term IFRS includes all the International Financial Reporting Standards, International Accounting Standards (IAS) and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC, previously known as the Standing Interpretations Committee or SIC), adopted by the European Union and container in the EU regulations published through to 24 March 2010, the date on which the Board of Directors of Poste Italiane SpA approved these financial statements. Legislative Decree 195 of 6 November 2007, which implemented Directive 2004/109/EC that standardised the transparency requirements relating to the information published by issuers whose financial instruments are traded on a regulated market (the so-called Transparency Directive), has amended Legislative Decree 58 of 24 February 1998 (the Consolidated Law on Finance), introducing the definition “listed issuers whose home member State is Italy”. Given that Poste Italiane SpA falls within this definition as an issuer of bonds listed on the Luxembourg Stock Exchange, during preparation of this document the CONSOB regulations contained in Resolution 15519 of 27 July 2006 and in Ruling DEM/6064293 of 28 July 2006 were taken into account. The accounting policies adopted reflect the fact that the Company will remain fully operational in the foreseeable future, in accordance with the going concern assumption. The accounting policies are described in notes 2.2 and 2.3, and are consistent with those applied in the preparation of the financial statements for the year ended 31 December 2008. The statement of financial position1 has been prepared on the basis of the current/non-current distinction2. The format of the separate income statement is based on the nature of expenses. The statement of cash flows has been prepared in accordance with the indirect method3. As required by CONSOB Resolution 15519 of 27 July 2006, each item in the statement of financial position, separate income statement and statement of cash flows shows the amounts deriving from related party transactions. The separate income statement also shows, where present, income and expenses deriving from material non-recurring transactions or from non-recurring events. Taking account of the different nature and the number of transactions carried out by the Company, many items of income and expense of a non-recurring nature may occur with significant frequency. These items of income and expense are only presented separately when they are both of an exceptional nature and were generated by a transaction of a material nature. In order to allow comparison on a like-for-like basis with the amounts for 2008, certain items in the statement of financial position, separate income statement and statement of cash flows at and for the year ended 31 December 2008 have been reclassified. At the date of approval of these financial statements, there is no established practice on which to base interpretation and application of a number of new, or revised, international accounting standards. Moreover, at the date of approval of these finance statements the tax authorities had yet to issue systematic official interpretations regarding all the effects of the tax-related measures contained in Legislative Decree 38 of 20 February 2005, Law 244 of 24 December 2007 (the 2008 Budget Law) and the Ministerial Decree of 1 April 2009, which have introduced numerous changes to IRES and IRAP. The finance statements have, therefore, been prepared on the basis of the best available knowledge of IFRS and taking account of best practice in this regard. Any future changes or updated interpretations will be reflected in subsequent years, in accordance with the specific procedures provided for by the related standards. 1. As more fully described in note 2.2 - Accounting standards and interpretations applied from 1 January 2009, the statement of financial position includes amounts at 1 January 2008 following application of IFRIC 13. 2. Current assets include assets (such as inventories and trade receivables) that are sold, consumed or realised as part of the normal operating cycle even when they are not expected to be realised within twelve months after the reporting period (paragraph 68, Revised IAS 1). 3. Under the indirect method, net cash from operating activities is determined by adjusting profit/(loss) for the year to reflect the impact of non-cash items, any deferment or provisions for previous or future operating inflows or outflows, and revenue or cost items linked to cash flows from investing or financing activities. Poste Italiane | Annual Report Notes to the financial statements 243 2.2 - SUMMARY OF SIGNIFICANT ACCOUNTING STANDARDS AND POLICIES Poste Italiane SpA’s financial statements have been prepared on a historical cost basis, with the exception of certain items that must be measured at fair value. The significant accounting standards and policies are described below. Property, plant and equipment Property, plant and equipment is stated at cost, less accumulated depreciation and any accumulated impairment losses. The cost includes any directly attributable costs of making the asset ready for its intended use, and the cost of dismantling and removing the asset to be incurred as a result of legal obligations requiring the asset to be restored to its original condition. Borrowing costs incurred for the acquisition or construction of property, plant and equipment are recognised as an expense in the period in which they are incurred (with the exception of borrowings costs directly attributable to the acquisition or construction of a qualifying asset, in which case the borrowings costs are capitalised as part of the cost of that asset). The costs incurred for routine and/or cyclical maintenance and repairs are recognised directly in the income statement in the year in which they are incurred. The capitalisation of costs attributable to the extension, modernisation or improvement of assets owned by the Company or held under lease is carried out to the extent that they qualify for separate classification as an asset or as a component of an asset, applying the component approach, which states that each component with a different useful life and value is recognised separately. The original cost is depreciated on a straight-line basis from the date the asset is available and ready for use, with reference to the asset’s expected useful life. The useful life and residual value of property, plant and equipment are reviewed annually and adjusted, where necessary, at the end of each year. Land is not depreciated. When a depreciable asset consists of separately identifiable components, with useful lives that are significantly different from those of the other components of the asset, each component is depreciated separately, in application of the component approach, over a period that does not, however, exceed the life of the principal asset. The Company has estimated the following useful lives for the various categories of property, plant and equipment: Category Buildings Structural improvements to own assets Plant Electronic stations Light constructions Equipment Furniture and fittings Electrical and electronic office equipment Motor vehicles Leasehold improvements Other assets (*) No. of years 33 20 5-10 6 10 8 8 5 4-5 estimated lease term (*) 3-5 Or the useful life of the improvement if lower than the estimated lease term Property assets and the related fixed plant and machinery located on land held under concession or sub-concession, which is to be handed over free of charge to the grantor at the end of the concession term, are accounted for, on the basis of the type of asset, in property, plant and equipment and depreciated on a straight-line basis over the shorter of the useful life of the asset and the residual concession term. Gains and losses deriving from the disposal or retirement of an asset are determined as the difference between the disposal proceeds and the net carrying amount of the asset retired or sold, and are recognised in the income statement in the year the transaction takes place. Financial statements 244 Investment property Investment property regards land or buildings held to earn rentals or for capital appreciation or both, thus producing cash flows that are largely separate from other assets. The same accounting standards and policies are applied to investment property as those applied to property, plant and equipment. Intangible assets An intangible asset is an identifiable non-monetary asset without physical substance, which is controlled by the Group and from which future economic benefits are expected to flow to it. Intangible assets are recognised at cost, including any directly attributable costs of making the asset ready for its intended use, less accumulated amortisation, where applicable, and any accumulated impairment losses. Borrowing costs incurred for the development of intangible assets are recognised as an expense in the period in which they are incurred (with the exception of borrowings costs directly attributable to the development of a qualifying asset, in which case the borrowings costs are capitalised as part of the cost of that asset). Amortisation is applied from the date the asset is ready for use and is provided systematically on the basis of the remaining useful life of the asset, or its estimated useful life. The costs of acquiring industrial patents, intellectual property rights, licences and similar rights are capitalised. Amortisation is applied on a straight-line basis, in order to allocate the purchase cost over the shorter of the expected use life and the related contract term from the date the right may be exercised. Amortisation is calculated on the basis of the estimated useful life of the software, which is as a rule three years. Leased assets Assets held under finance leases, where the risks and rewards of ownership are substantially transferred to the Company, are recognised at fair value or, if lower, at the present value of the minimum lease payments. The corresponding liability, represented by the capital element of future lease payments, is recognised in the statement of financial position as a financial liability. These assets are depreciated applying the same policies and rates previously described for property, plant and equipment. Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases are recognised in the income statement on a straight-line basis over the lease term. Impairment of assets At the end of each reporting period, the Company reviews the value of its property, plant, equipment and intangible assets with finite lives to assess whether there is any indication that an asset may be impaired. If any indication exists, the Company estimates the recoverable amount of the asset in order to determine the impairment loss to be recognised in the income statement. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use, represented by the present value of the future cash flows expected to be derived from the asset. In calculating value in use, future cash flow estimates are discounted using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the business. The realisable value of assets that do not generate separate cash flows is determined with reference to the cash generating unit to which the asset belongs. An impairment loss is recognised for the amount by which the carrying amount of the asset, or the cash generating unit to which it belongs, exceeds its recoverable amount. When an impairment no longer exists, the carrying amount of the asset is reinstated and the reversal recognised in the income statement. The reversal must not exceed the carrying amount that would have been determined had no impairment loss been recognised and had depreciation or amortisation been charged. Poste Italiane | Annual Report Notes to the financial statements 245 Investments Investments in subsidiaries and associates are accounted for at cost (including any directly attributable incidental expenses), after adjustment for any impairments. Investments in subsidiaries and associates are tested annually for impairment or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Any impairment is recognised in the income statement as an impairment loss. When an impairment no longer exists, the carrying amount of the asset is reinstated and the reversal recognised in the income statement. The reversal must not exceed the carrying amount that would have been determined had no impairment loss been recognised. Financial instruments Financial instruments include financial assets and liabilities that are classified on initial recognition, based on the business purpose for which they were acquired. Purchases and sales of financial instruments are recognised in each category on the transaction date, representing the date on which the Group commits to purchase or sell the asset, or, in the case of the insurance business and BancoPosta’s operations, at the settlement date4. In BancoPosta’s case, this almost always coincides with the transaction date. Changes in fair value between the transaction date and the settlement date are, in any event, recognised in the financial statements. Financial assets On initial recognition, financial assets are classified in one of the following four categories and accounted for as follows: • Financial assets at fair value through profit or loss This category includes: (a) financial assets held for trading, (b) those that qualify for designation at fair value through profit or loss on initial recognition, and (c) derivative instruments, with the exception of the effective portion of those designated as cash flow hedges. Financial assets in this category are accounted for at fair value and changes during the period of ownership are recognised in profit or loss. Financial instruments in this category are classified as short-term if they are “held for trading” or if they are expected to be realised within twelve months of the end of the reporting period. Derivative instruments are treated as assets and liabilities depending on whether the fair value is positive or negative. Fair value gains and losses on outstanding transactions with the same counterparty are offset, where contractually permitted. • Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, and primarily regard amounts due from customers, including trade receivables. They are included in current assets, except for maturities greater than twelve months after the end of the reporting period, which are classified as non-current assets. These assets are carried at amortised cost 5 using the effective interest method. If there is objective evidence of an impairment, a provision for impairment is established on the basis of the present value of estimated future cash flows. The resulting impairment loss is recognised in the income statement. When an impairment no longer exists, the carrying amount of the asset is reinstated on the basis of the value that would have resulted from application of the amortised cost method. The estimation procedure adopted in determining provisions for doubtful debts primarily reflects the identification and measurement of elements resulting in specific reductions in the value of individually significant assets. Financial assets with similar risk profiles are subsequently measured collectively, taking account, among other things, of the age of the receivable, the nature of the counterparty, past experience of losses and collections on similar positions and information on the related markets. 4. This is possible for transactions carried out on organised markets (the so-called “regular way”). 5. The amortised cost of a financial asset or liability means the amount recognised initially, less principal repayments and plus or minus accumulated amortisation, using the effective interest method, of the difference between the initial amount and the maturity amount, after reductions for impairment and insolvency. The effective interest rate is the rate that exactly discounts contractual (or expected) future cash payments or receipts over the expected life of the asset or liability to its initial carrying amount. Calculation of amortised cost must also include external costs and income directly attributable to the asset or liability on initial recognition. Financial statements 246 • Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and maturities that the Company has a positive intention and ability to hold to maturity. These assets are carried at amortised cost using the effective interest method, adjusted to reflect any impairment loss. The same policies as described in relation to loans and receivables are applied if there is an impairment. • Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial instruments that are either designated in this category or not attributable to any of the other categories described above. These financial instruments are recognised at fair value and any resulting fair value gains or losses are recognised in an Equity reserve. This reserve is only recycled through profit or loss when the financial asset is effectively disposed of (or extinguished) or, in the event of accumulated losses, when there is evidence that the impairment recognised in Equity cannot be recovered. Solely in the case of debt securities, if the fair value subsequently increases as the objective result of an event that took place after the impairment loss was recognised in the income statement, the value of the financial instrument is reinstated and the reversal recognised in the income statement. Moreover, the recognition of returns on debt securities under the amortised cost method takes place through profit or loss, as do the effects of movements in exchange rates, whilst movements in exchange rates relating to available-for-sale equity instruments are recognised in a specific Equity reserve. The classification of an asset as current or non-current depends on the strategic choice regarding how long to hold the asset and its effective negotiability. As a result, financial instruments expected to be realised within twelve months of the end of the reporting period are classified as current assets. Financial assets are derecognised when the Company no longer has the right to receive cash flows from the investment and it has substantially transferred all the related risks and rewards and control. Financial liabilities Financial liabilities, including borrowings, trade payables and other payment obligations, are carried at amortised cost using the effective interest method. If there is a change in the expected cash flows and they can be reliably estimated, the value of borrowings is recalculated to reflect the change on the basis of the present value of estimated future cash flows and the internal rate of return initially applied. Financial liabilities are classified as current liabilities, unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period. Financial liabilities are derecognised on settlement or when the Company has substantially transferred all the related risks and rewards. Derivative financial instruments Derivatives are initially recognised at fair value on the date the derivative contract is entered into and if they do not qualify for hedge accounting. Gains and losses arising from changes in fair value after initial recognition are accounted for as finance income or finance costs in the income statement for the period. If, on the other hand, derivative financial instruments qualify for hedge accounting, gains and losses arising from changes in fair value after initial recognition are accounted for in accordance with the specific policies described below. The Company documents the relationship between each hedging instrument and the hedged item, as well as its risk management objective, the strategy for undertaking the hedge transaction and the methods used to assess effectiveness. Assessment of whether the hedging derivative is effective takes place both at inception of the hedge and on an ongoing basis. • Fair value hedges Both changes in the value of fair value hedges and changes in the value of the hedged item are recognised in profit or loss when the hedge regards recognised assets or liabilities or an unrecognised firm commitment 6. When the hedging transaction is not fully effective, resulting in differences between the above changes, the ineffective portion represents a loss or gain recognised separately in other components of comprehensive income for the period. 6. Fair value hedge: a hedge of the exposure to a change in fair value of a recognised asset or liability or of an unrecognised firm commitment attributable to a particular risk, and that could have an impact on profit or loss. Poste Italiane | Annual Report Notes to the financial statements 247 • Cash flow hedges The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges7 after initial recognition are recognised in a specific Equity reserve (Cash flow hedge reserve). A hedging transaction is generally considered highly effective if, both at inception of the hedge and on an ongoing basis, changes in the expected future cash flows of the hedged item are substantially offset by changes in the fair value of the hedging instrument. Amounts accumulated in Equity are reclassified to profit or loss in the periods when the hedged item will affect profit or loss. In the case of hedges associated with a highly probable forecast transaction (such as, the forward purchase of fixed income debt securities), the reserve is reclassified as a gain or a loss in profit or loss for the period or in the periods in which the asset or liability, subsequently accounted for and connected to the above transaction, will affect profit or loss (as, for example, an adjustment to the return on the security). If the hedging transaction is not fully effective, the gain or loss arising from a change in fair value relating to the ineffective portion is recognised in profit or loss for the period. If, during the life of the derivative, the forecast hedged transaction is no longer expected to occur, the related gains and losses accumulated in the Cash flow hedge reserve are immediately taken to profit or loss for the period. On the other hand, when a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, the related gains and losses accumulated in the cash flow hedge reserve at that time remain in Equity and are recognised in profit or loss at the same time as the original underlying transaction. Determining the fair value of financial instruments The fair value of financial instruments traded in active markets is based on quoted market prices (bid prices) at the end of the reporting period. The fair value of financial instruments that are not traded on an active market is based on prices quoted by external dealers and on valuation techniques primarily based on objective financial variables, as well as by taking account, where possible, of prices in recent transactions and quoted market prices for substantially similar instruments. Income tax expense The charge for current income tax expense (both IRES, or corporation tax, and IRAP, or regional tax) is based on taxable profit for the period and the related regulations, applying the rates in force. Deferred tax assets and liabilities are calculated on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts, using tax rates that are expected to apply when the related deferred tax assets are realised or the deferred tax liabilities are settled. Deferred tax assets and liabilities are not recognised if the temporary differences derive from investments in subsidiaries, where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Moreover, under IAS 12, deferred tax liabilities are not recognised on goodwill deriving from a business combination. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Current and deferred taxes are recognised in the income statement, with the exception of taxes charged or credited directly to Equity. In this case the tax effect is recognised directly in the specific item in Equity. With regard to the recent changes to the law governing the calculation of direct taxation, should the treatment adopted by the Company at the date of preparation of these consolidated financial statements not correspond to the tax authorities’ subsequent official interpretations of the Ministerial Decree of 1 April 2009, which implemented the 2008 Budget Law, it may be necessary to apply reclassifications to current and deferred taxes. Current and deferred tax assets and liabilities are offset when they are applied by the same tax authority to the same tax paying entity, which has the legally exercisable right to offset the amounts recognised, and when the entity intends to 7. A hedge of the exposure to the variability of cash flows attributable to a particular risk associated with an asset or liability or with a highly probable forecast transaction, and that could have an impact on profit or loss. Financial statements 248 exercise this right. As a result, even if accounted for in liabilities, tax liabilities accruing in interim periods that are shorter than the tax year are not offset against the matching assets deriving from withholding tax or advances paid. The Company’s tax expense and its accounting treatment reflect that effects deriving from the fact that Poste Italiane SpA has adopted a tax consolidation arrangement, which it has elected to apply in accordance with the related law together with the following subsidiaries: Europa Gestioni Immobiliari SpA, PosteMobile SpA, Poste Vita SpA and SDA Express Courier SpA. The tax consolidation arrangement is governed by Group regulations based on the principles of neutrality and equality of treatment, which are intended to ensure that the companies included in the tax consolidation are in no way penalised as a result. Following adoption of the tax consolidation arrangement, Poste Italiane SpA posts its IRES tax expense to income taxes for the period, after adjustments to take account of the positive or negative impact of consolidation adjustments. Should the reductions or increases in tax expense deriving from such adjustments be attributable to the companies included in the tax consolidation, to which the positive or negative income components adjusted in the process of consolidation refer, Poste Italiane SpA shall attribute such reductions or increases in tax expense to the above companies. 50% of the economic benefit deriving from tax losses for the period transferred to the Parent Company from companies included in the tax consolidation is passed on to these companies by Poste Italiane SpA. The remaining benefit is covered by specific provisions for tax consolidation losses, which is offset by a corresponding reduction in tax liabilities and attributed to the companies that generated such benefit, should there be reasonable certainty that such companies will produce sufficient future taxable income to enable them to recover the related deferred tax assets, had they not been included in the tax consolidation. Should such conditions not occur, the provisions, which represent the Parent Company’s potential debt to its subsidiaries, will be taken to Poste Italiane SpA’s income statement as a tax consolidation gain. Consolidated tax expense is determined on the basis of the tax expense or tax losses for the period for each company included in the consolidation, taking account of any withholding tax or advances paid. Other taxes not related to income are included in Other operating costs. Cash and cash equivalents Cash and cash equivalents refer to cash in hand, deposits held at call with banks, amounts that at 31 December 2009 the Parent Company has temporarily deposited with the MEF and other highly liquid short-term investments with original maturities of ninety days or less. Current account overdrafts are accounted for in current liabilities. Non-current assets held for sale This category refers to non-current assets or assets included in disposal groups where the carrying amount is to be recovered primarily through a sale transaction rather than through continued use. Assets held for sale are accounted for at the lower of the net carrying amount and fair value less costs to sell. When a depreciable asset is reclassified in this category, the depreciation process is halted at the date of the reclassification. Equity Share capital The share capital is represented by the Company’s subscribed and paid-up capital. Incremental costs directly attributable to the issue of new shares are recognised as a reduction of the share capital, net of any deferred tax effect. Reserves These regard capital or revenue reserves established for a specific purpose. They include, among others, the fair value reserve, relating to items recognised at fair value through Equity, and the cash flow hedge reserve, deriving from recognition of the effective portion of hedging instruments outstanding at the end of the reporting period. Poste Italiane | Annual Report Notes to the financial statements 249 Retained earnings This item includes the portion of profit for the period and for previous periods that was neither distributed nor taken to reserves or used to cover losses, and actuarial gains and losses deriving from the calculation of the liability for staff termination benefits. This item also includes transfers from other equity reserves, when they have been released from the restrictions to which they were subject. Provisions for liabilities and charges Provisions for contingencies and charges represent provisions for liabilities or losses that are either likely or certain to be incurred, but that are uncertain as to the amount or as to the date on which they will arise. Provisions for liabilities and charges are made when the Company has a present (legal or constructive) obligation as a result of a past event, and it is more likely than not that an outflow of resources will be required to settle the obligation. Provisions are measured on the basis of management’s best estimate of the expenditure required to settle the obligation. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the type of liability concerned. Liabilities that may only possibly give rise to an outflow of resources are reported in a specific section of the notes on contingent assets and liabilities and no provisions are made. Employee benefits Post-employment benefits are of two types: defined contribution plans and defined benefit plans. Under defined contribution plans the contributions paid by the Company are recognised in the income statement when incurred, based on the related face value. Under defined benefit plans, given that the benefit to be paid can only be quantified after the termination of employment, the related impact on the income statement and statement of financial position is recognised on the basis of actuarial calculations. Post-employment benefits: defined benefit plans Defined benefit plans include staff termination benefits payable to employees pursuant to article 2120 of the Italian Civil Code. Benefits vesting up to 31 December 2006 8, which are covered by the reform of supplementary pension provision, must, from 1 January 2007, be paid into a supplementary pension fund or into a Treasury Fund set up by INPS. A company’s liabilities deriving from defined benefit plans thus only regard provisions made up to 31 December 2006. The liability represents the present value of the defined benefit obligation at the end of the reporting period, calculated using the projected unit credit method to take account of the time that will pass before effective payment of the benefits. Calculation of the liability recognised in the financial statements is carried out by independent actuaries. The calculation takes account of vested termination benefits for the period of service to date and is based on actuarial assumptions. These primarily regard the use of interest rates, reflecting market yields on government securities with terms to maturity approximating to the terms of the related obligation, and staff turnover. Given that the Company is not liable for staff termination benefits accruing after 31 December 2006, the actuarial calculation of staff termination benefits no longer takes account of future rises in salary. Actuarial gains and losses are recognised at the end of each reporting period, based on the difference between the carrying amount of the liability and the present value of the Company’s obligations at the end of the period, due to changes in the above actuarial assumptions. These gains and losses are recognised directly in Equity. 8. Where, following entry into effect of the new legislation, the employee has not exercised any option regarding the investment of vested staff termination benefits, the Company has remained liable to pay the benefits until 30 June 2007, or until the date, between 1 January 2007 and 30 June 2007, on which the employee exercised a specific option. Where no option was exercised, from 1 July 2007 vested staff termination benefits have been paid into a supplementary pension fund. Financial statements 250 Termination benefits and incentive schemes: defined contribution plans Termination benefits are recognised in liabilities when the Company is demonstrably committed to terminating the employment of an employee or group of employees before the normal retirement date, and to providing termination benefits to the employee or group of employees as a result of an offer made to encourage voluntary redundancy. The above benefits are recognised immediately in Staff costs as they are not capable of generating future economic benefits for the Company. Foreign currency translation Foreign currency transactions are translated into the presentation currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at closing exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Revenue recognition Revenue is recognised at the fair value of the consideration received, net of rebates and discounts, and in accordance with the accruals basis of accounting. Revenue from the rendering of services is recognised when it can be reliably measured on the basis of the stage of completion of the transaction. Revenue from activities carried out in favour of or on behalf of the State is recognised on the basis of the amount effectively accrued, with reference to the laws and agreements in force, and in relation to amounts allocated in government budgets. Remuneration of deposits with the MEF of funds deriving from current account deposits are recognised on a time proportion basis, using the effective interest method. This income is classified in Revenues from ordinary activities. The same classification is applied to income from euro area government securities, in which deposits paid into BancoPosta current accounts by private customers are invested. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have been transferred to the buyer. Government grants Any government grants are recognised on a time proportion basis in direct correlation with the costs incurred, once they have been formally allocated to the Company by the public entity concerned. Grants related to income are recognised in the income statement as other operating income or as a direct adjustment of the cost item to which they refer. Finance income and costs Finance income and costs are recognised on a time-proportion basis, using the effective interest method. Dividends Dividends are recognised when the right to receive payment is established, which generally corresponds with approval of the distribution by the General Meeting of shareholders of the investee company. Related parties Related parties within the Group refer to Poste Italiane SpA’s direct and indirect subsidiaries and associates. Related parties external to the Group regard the parent, the MEF, the shareholder, Cassa Depositi e Prestiti SpA, entities controlled by the Poste Italiane | Annual Report Notes to the financial statements 251 MEF, and the Company’s key management personnel. The State and other Public Sector entities, other than the MEF and the entities it controls, are not classified as related parties. Related party transactions do not include those deriving from financial assets and liabilities represented by instruments traded on organised markets. New accounting standards and interpretations applied from 1 January 2009 • Revised IAS 1 – Presentation of Financial Statements On 17 December 2008 EC Regulation 1274 adopted the new version of IAS 1, on the basis of which all items of income and expense recognised in a period must be included either in one statement (the statement of comprehensive income) or in two statements (a separate income statement and a statement of comprehensive income). Gruppo Poste Italiane has opted to present the results for the period by including all items of income and expense generated by non-owner transactions in two statements: the separate income statement and the statement of comprehensive income. • IFRS 8 – Operating segments that replaces IAS 14 – Segment Reporting On 21 November 2007 EC Regulation 1358 adopted IFRS 8, which establishes new criteria for segment reporting. The information supplied for each segment must reflect the method by which management uses balance sheet and income statement elements to assess the segments’ performance and allocate resources to them. As in previous years, information on operating segments is prepared on the basis of the Accounting Unbundling that Poste Italiane SpA is required to carry out at the end of each reporting period in accordance with the law (Legislative Decree 261/99 and Legislative Decree 144/01). In addition, as part of the planned improvements to the accounting and organisational unbundling process for BancoPosta, the methods used by management to assess the performance of the Company may be added to. • IFRIC 13 – Customer Loyalty Programmes On 16 December 2008 EC Regulation 1262 adopted IFRIC interpretation 13, which is applicable to entities that grant award credits as part of a customer loyalty programme, with a view to providing customers with incentives to buy their goods and services. The new interpretation requires entities to account for award credits as a separately identifiable component of the sale transaction(s) in which they are granted. The effects deriving from application of the new interpretation have thus been determined retrospectively, as required by IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors, and the comparative information restated. Due to the fact that the value attributed to the award credits determined on the basis of the new interpretation (based on fair value) is no different from the provisions made by the Company in previous years, application of IFRIC 13 has not resulted in adjustments to retained earnings. For comparative purposes, the effects of the new interpretation thus consist in a reclassification of the following components of the statement of financial position and income statement: Item Provisions for liabilities and charges (current portion) Carrying amount Reclassification GranPremio Mondo BancoPosta Restated amount Other current payables and liabilities Carrying amount Reclassification GranPremio Mondo BancoPosta Restated amount Financial statements 31 Dec 2008 1 Jan 2008 825,287 (6,444) 818,843 517,006 (6,788) 510,218 1,489,895 6,444 1,496,339 1,467,376 6,788 1,474,164 252 Item 2008 Revenues Carrying amount Reclassification of fair value of GranPremio Mondo BancoPosta points granted Reclassification of fair value of GranPremio Mondo BancoPosta points redeemed Restated amount 9,825,420 (1,933) 2,277 9,825,764 Cost of goods and services Carrying amount Supply of GranPremio Mondo BancoPosta prizes Restated amount 2,107,449 2,277 2,109,726 Other operating costs Carrying amount Adjustment to provisions for GranPremio Mondo BancoPosta Restated amount • 303,515 (1,933) 301,582 Amendment to IFRS 7 – Financial Instruments: Disclosures On 27 November 2009 EC Regulation 1165 adopted the Amended IFRS 7, which requires additional disclosures regarding financial instruments recognised at fair value. Above all, the amended standard requires that financial instruments recognised at fair value be classified with reference to a hierarchy of levels, based on the significance of the input used to determine fair value. This classification is shown in note 3.14. Other accounting standards and interpretations applicable from 1 January 2009 The following accounting standards, amendments and interpretations are applicable from 1 January 2009, but their adoption has not resulted in any change to the presentation or measurement of items in Poste Italiane SpA’s financial statements: • Revised IAS 23 - Borrowing costs, adopted by EU Regulation 1260 of 10 December 2008; • Amendment to IFRS 2 – Share-based Payment: Vesting Conditions and Cancellations, adopted by EU Regulation 1261 of 16 December 2008; • Amendments to IAS 32 – Financial Instruments: Presentation and IAS 1 - Presentation of Financial Statements, adopted by EU Regulation 53 of 21 January 2009; • Amendments to IFRS 1 - First-time Adoption of International Financial Reporting Standards and IAS 27 - Consolidated and Separate Financial Statements – cost of investments in subsidiaries, jointly controlled entities and associates, adopted by EU Regulation 69 of 23 January 2009; • Amendments to IFRS 4 – Insurance Contracts, adopted by EC Regulation 1165 of 27 November 2009; • Amendments to IFRIC 9 – Reassessment of Embedded Derivatives and IAS 39 – Financial Instruments: Recognition and Measurement, adopted by EC Regulation 1171 of 30 November 2009. Finally, EU Regulation 70, published on 23 January 2009, has adopted various improvements to International Financial Reporting Standards, most of which adopted from 1 January 2009, with the exception of certain amendments to IFRS 5 – Non-current assets held for sale and discontinued operations, and amendments to IFRS 1 - First-time Adoption of International Financial Reporting Standards, both applicable from 1 January 2010. New accounting standards and interpretations not yet effective The following accounting standards, amendments and interpretations are effective from 1 January 2010: • IFRIC 12 – Service Concession Arrangements, adopted by EC Regulation 254 of 25 March 2009; • IAS 27 – Consolidated and Separate Financial Statements, adopted by EC Regulation 494 of 3 June 2009; • IFRS 3 – Business Combinations, adopted by EC Regulation 495 of 3 June 2009; Poste Italiane | Annual Report Notes to the financial statements 253 • IFRIC 16 - Hedges of a Net Investment in a Foreign Operation, adopted by EC Regulation 460 of 4 June 2009; • IFRIC 15 – Agreements for the Construction of Real Estate, adopted by EC Regulation 636 of 22 July 2009; • Amendment to IAS 39 – Exposures Qualifying for Hedge Accounting, and Change to IAS 39 – Financial Instruments: Recognition and Measurement, adopted by EC Regulation 839 of 15 September 2009; • IFRIC 17 – Distribution of Non-cash Assets to Owners, adopted by EC Regulation 1142 of 26 November 2009; • IFRIC 18 – Transfers of Assets from Customers, adopted by EC Regulation 1164 of 27 November 2009. The following amendments are effective from 1 January 2011: • Amendments to IAS 32 – Financial Instruments: Presentation, adopted by EU Regulation 1293 of 23 December 2009. At the date of approval of these consolidated financial statements, the IASB has issued the following accounting standards and amendments, which have yet to be endorsed by the European Union: • improvements to International Financial Reporting Standards, issued on 16 April 2009; • changes to IFRS 2 - Share-based Payment, issued on 18 June 2009; • changes to IFRS 1 - First-time Adoption of International Financial Reporting Standards, issued on 23 July 2009 and 29 January 2010; • revised version of IAS 24 – Related Party Disclosures, issued on 4 November 2009. Finally, the IFRIC has also issued the following interpretations, which have yet to be endorsed by the European Union: • employee benefits (Amendment to IFRIC 14); • hedges of financial liabilities (IFRIC 19). The potential impact on Poste Italiane SpA’s financial reporting of the accounting standards, amendments and interpretations due to come into effect is currently being examined and assessed. 2.3 - USE OF ESTIMATES Preparation of the separate financial statements requires management to apply accounting standards and methods that are at times based on complex judgements and estimates, linked to historical experience, and assumptions that are considered reasonable and realistic under the related circumstances. Use of these estimates and assumptions influences the amounts reported in the financial statements, with reference to the statement of financial position, the separate income statement, the statement of comprehensive income and the statement of cash flows, as well as the notes. The actual amounts of items for which the above estimates and assumptions have been applied may diverge from those reported in previous financial statements, due to uncertainties regarding assumptions and the conditions on which estimates are based. The estimates and assumptions are periodically reviewed and the impact of any changes reflected in the financial statements for the period in which the estimated is revised, if the revision only influences the current period, or also in future periods if the revision influences the current and future periods. This section provides a description of accounting treatments that, more than others, require the use of subjective estimates and for which a change in the conditions underlying the assumptions used could have a material impact on the Company’s financial statements. Revenue and receivables due from the State Revenue from activities carried out in favour of or on behalf of the State and Public Sector entities is recognised on the basis of the amount effectively accrued, with reference to the laws and agreements in force, taking account, in any event, of the instructions contained in legislation regarding the public finances. Whilst awaiting renewal of agreements with INPS and the tax authorities, which expired in 2007, in 2009 Poste Italiane SpA contained to provide the related delegated services as normal. In these cases, revenue recognition is based on the tariffs established in the previous agreements and which it is reasonable to expect will be confirmed. These tariffs Financial statements 254 represent the lowest potential tariff, estimated on the basis of the state of negotiations with the entity concerned. At 31 December 2009, receivables due to the Company from the MEF and the Cabinet Office amount to over 2 billion euros. This amount consists of: • receivables of over 840 million euros in the form of Universal Service Obligation (USO) subsidies. Of this amount, approximately 460 million euros refers to remaining amounts due for the years from 2006 to 2008, for which provision has been made in the government’s budget. Completion of the process of formalising the addendum to the Contratto di Programma (Planning Agreement) for 2006-2008, the draft of which was approved by the Interministerial Committee for Economic Planning on 18 December 2008, will enable collection of all but 36 million euros. Collection of this amount will be possible following formalisation of the Contratto di Programma (Planning Agreement) for the three-year period 20092011. This also applies to amounts due for 2009, totalling more than 370 million euros, including approximately 50 million euros for which provision has not been made in the government’s budget. Finally, receivables of around 10 million euros have been subject to cuts in public spending introduced by the 2007 and 2008 Budget Laws. Impairment losses have been recognised on these receivables; • receivables of over 800 million euros in the form of publisher tariff subsidies. Of this amount, over 440 million euros, receivable for services rendered and regularly billed by Poste Italiane SpA in the years from 2007 to 2009, has not been provided for in the Cabinet Office budget. Payment of the remaining subsidies for the years from 2001 to 2007, amounting to approximately 360 million euros, is due in instalments in accordance with a specific Cabinet Office Decree and collection is to take place on a straight-line basis between 2010 and 2016; • further receivables of 360 million euros due from the MEF in relation to delegated services, payment of interest on the Company’s mandatory deposits with the Ministry and electoral subsidies. Of the latter item, provision has not been made in the government’s budget for receivables totalling approximately 110 million euros. Of the total amount receivable, with a face value of over 2 billion euros, the collection of approximately 716 million euros will take place in instalments or has been suspended, whilst, in the case of approximately 610 million euros, either no provision has been made or there is no legislation establishing the procedures for payment of the Company. The increase in these receivables over time means that Poste Italiane SpA has to finance growing amounts of working capital, with a negative impact cash flow management and the related returns. Given that it is not currently possible to forecast when and how the receivables will be paid by the various Public Sector entities, without prejudice to the Poste Italiane SpA’s full entitlement and related rights, provisions for doubtful debts due from the parent, the MEF, at 31 December 2009 reflect the best estimate based on the circumstances and the financial impact of the above situation. In the past, changes to the relevant legislation have been introduced after the end of the reporting period, resulting in changes to estimates and influencing the income statement. The above circumstances mean that management cannot exclude the possibility that, as a result of future legislation or the negotiations currently underway, the operating results for the financial years after 2009 will reflect changes to the estimates in question. Provisions The Company makes provisions for potential liabilities deriving from disputes with staff, suppliers, third parties and, in general, for liabilities deriving from present obligations. Among other things, these provisions cover the liabilities that could result from legal action relating to the form of fixed-term contract applied in previous years. In this regard, in March 2010 Parliament approved detailed and wide-ranging employment legislation. One of the provisions introduces strict time limits for claims regarding specific areas (dismissal, transfers and fixed-term contracts), whilst also imposing a cap on the compensation due to an employee in the event of "court-imposed conversion" of a fixed-term contract. Once this legislation comes into force it should help in establishing a clearer framework of reference in this complex area, which has significantly impacted the Company’s operations and results in recent years. Implementation of the new legislation will be closely followed, partly in order to adjust the basis for the estimation of the related potential liabilities to be recognised in the financial statements. Moreover, in the course of this dispute, the plaintiffs have at times attempted to Poste Italiane | Annual Report Notes to the financial statements 255 seize the Company’s liquidity, and an estimate of the liabilities linked to this factor is included in the calculation of the related provisions. Determination of the provisions involves the use of estimates based on current knowledge of factors that may change over time, potentially resulting in outcomes that may be significantly different from those taken into account when preparing the financial statements. Measurement of assets that have indefinite useful lives Non-current assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Testing for the above indicators requires the use of subjective judgements based on the information available within the Group and in the market, and on historical experience. Moreover, when an impairment is recognised the Group calculates the entity of the impairment using appropriate measurement techniques. The correct identification of events or changes in circumstances indicating an impairment, and the estimates used in their calculation, are linked to factors that may change over time, with a resulting impact on the measurements and estimates performed. The current economic and financial crisis, which has resulted in highly volatile markets and great uncertainty with regard to economic projections, makes it is difficult to produce forecasts that can, without any uncertainty, be defined as reliable. At 31 December 2009 the fair value of the Poste Italiane SpA’s operating properties was significantly higher than their carrying amount. In determining the net carrying amount of operating Land and Buildings, the Company also took account of any indications that these assets may be impaired. In this regard, and with particular reference to properties used as post offices and Sorting Centres, Poste Italiane SpA’s Universal Service Obligation was taken into account. The process thus took account of the inseparability of the cash flows generated by the large number of properties that provide this service, which the Company is required to operate throughout the country regardless of the expected profitability of each location. The unique nature of the operating processes involved and the substantial overlap between postal and financial activities within the same outlets, represented by post offices, were also taken into consideration. On this basis, the value in use of the Company’s operating Land and Buildings is relatively unaffected by changes in the commercial value of the properties concerned and, under particularly critical market conditions, certain properties may have values that are significantly higher than their mere commercial value, without this having any negative impact on the Company’s cash flows or overall earnings. Depreciation and amortisation of property, plant and equipment and intangible assets The cost of these assets is depreciated or amortised on a straight-line basis over the estimated useful life of the asset. The useful life is determined at the time of purchase and based on historical experience of similar investments, market conditions and expectations regarding future events that may have an impact, including new technologies. The effective useful life may, therefore, differ from the estimated useful life. The Company periodically assesses changes in technology and in the industry, in dismantling costs and in the recoverable amount of assets in order to update their residual useful lives. This periodic update may lead to changes in the depreciation or amortisation period and thus in charges for depreciation or amortisation in the current and in future years. In the case of assets located on land held under concession or sub-concession, on expiry of the concession term, or whilst awaiting confirmation of renewal, any additional depreciation of assets to be handed over free of charge at the end of the concession term is calculated on the basis of the probable residual duration of the right to use the assets to provide public services, estimated on the basis of the framework agreements entered into with the Public Sector, the status of negotiations with the grantors and past experience. Deferred tax assets Accounting for deferred tax assets is based on expectations of taxable income in future years. Assessments of expected taxable income to be used in order to account for deferred taxes depend on factors that may change over time, with a significant impact on the measurement of this statement of financial position item. Financial statements 256 Provisions for doubtful debts Provisions for doubtful debts reflect estimated losses on receivables, taking into account, in the case of specific items receivable from Public Sector entities, of legislation restricting public spending. Provisions for expected losses reflect the estimated credit risk associated with historical experience of similar receivables, an analysis of past due items (both current and historical), losses and collections, and monitoring of the current and future economic conditions in the related markets. Fair value of unquoted financial instruments The fair value of financial instruments that are not traded on an active market is based on prices quoted by external dealers, or on internal valuation techniques that result in an estimate of what the transaction price would have been on the measurement date in an arm’s length exchange motivated by normal business considerations. The Company uses valuation models based primarily on financial variables taken from the market, in addition to taking account, where possible, of prices in recent transactions and quoted market prices for substantially similar instruments, and of any related credit risk. Staff termination benefits Calculation of staff termination benefits is carried out by independent actuaries. The calculation takes account of vested termination benefits for the period of service to date and is based on actuarial assumptions of both a demographic and economic and financial nature. These assumptions, which are based on the Company’s experience and relevant best practices, are subject to periodic reviews. 3 - RISK MANAGEMENT Definition and optimisation of Poste Italiane SpA’s financial structure, over both the short and medium/long term, and management of the related cash flows is the responsibility of the Company’s Finance department, acting in accordance with the general guidelines established by governance bodies. Management of Poste Italiane SpA’s finances primarily regards BancoPosta’s operations as governed by Presidential Decree 144/2001. In particular, these transactions regard management of the liquidity deposited in postal current accounts, carried out in the Company’s own name but subject to restrictions on the investment of such liquidity in compliance with the applicable legislation, and the management of collections and payments in the name and on behalf of third parties, as well as the funding of assets and the investment of its own liquidity. In compliance with the 2007 Budget Law, from that year Poste Italiane SpA has been required to invest the funds raised as a result of postal current account deposits made by BancoPosta’s private customers in euro area government securities, whilst the postal current account deposits of Public Sector customers have continued to be deposited with the MEF. In 2009 BancoPosta was engaged in reinvesting the funds deriving from maturing government securities. This was done by taking account of the maturity profile of deposits, in accordance with an amortisation schedule approved by the Board of Directors on the basis of a statistical/econometric model, developed by a leading consulting firm, that reflects the interest rates and maturities typical of postal current accounts. This model is updated continually 9. This profile forms the basis of the Company’s investment policy, given that certain gaps may emerge as a result of the need to reconcile risk exposure with the need to earn returns linked to the market interest rate curve. Poste Italiane SpA’s own liquidity is managed in accordance with investment guidelines approved by the Board of Directors, which require the Company to invest in instruments such as government securities, high-quality corporate or bank bonds and term bank deposits. Liquidity is also deposited in postal current accounts, with the resulting 9. In this regard, it is envisaged that in future the postal current account deposits of Public Sector customers will also have to be invested in euro area government securities. This reflects the European Commission’s decision of 16 July 2008 relating to the level of interest rates paid to the Parent Company (pursuant to art. 1, paragraph 31 of Law 266 of 23 December 2005, the 2006 Budget Law) on amounts held on deposit with the MEF. Poste Italiane | Annual Report Notes to the financial statements 257 deposits subject to the same requirements as apply to the investment of deposits by private current account holders (note 14.7). Balanced financial management and monitoring of the main risk/return profiles is carried out by organisational structures operating separately and independently. In addition, specific processes are in place governing the assumption, management and control of financial risks, including via the progressive introduction of appropriate information systems. From an organisational viewpoint, the model consists of: • a Finance Committee, which oversees Poste Italiane SpA’s financial strategy, based on indicators referring to internal planning and the external economic/financial cycle. The Committee meets at least on a quarterly basis and is a specialist body that advises on the analysis and identification of investment and disinvestment opportunities; • a Risk Measurement and Control function carried out by an appropriate function that operates on the basis of the organisational separation of risk assessment from risk management activities. Where necessary, this function coordinates its activities with similar functions established within subsidiaries. The results of these activities are examined by a Financial Risk Committee, which meets at least every three months and is responsible for carrying out an integrated assessment of the main risk profiles. The risk environment is defined on the basis of the framework established by IFRS 7, which distinguishes between four main types of risk (a non-exhaustive classification): • market risk; • credit risk; • liquidity risk; • cash flow interest rate risk. Market risk regards: • price risk: this is the risk that the value of a financial instrument fluctuates as a result of market price movements, including both movements deriving from factors specific to the individual instrument or the issuer, and factors that influence all instruments traded on the market; • foreign exchange risk: this is the risk that the value of a financial instrument fluctuates as a result of movements in exchange rates for currencies other than the presentation currency; • fair value interest rate risk: this is the risk that the value of a financial instrument fluctuates as a result of movements in market interest rates. In constructing the Risk Model adopted in order to monitor credit, liquidity and cash flow interest rate risks, the Group has also taken account of the authoritative regulatory yardstick provided by the Bank of Italy’s prudential supervisory standards, despite the fact that the Parent Company is not required to apply such standards. MARKET RISK Price risk This type of risk regards financial assets that the Company has classified as “Held for trading” or “Available-for-sale”. The following sensitivity analysis relates to the principal positions potentially exposed to fluctuations in value, excluding certain minor items not traded on an active market. The amounts accounted for in the financial statements at 31 December 2008 and 31 December 2009 were subjected to a stress test, based on historical volatility during the year in question, which was held to be representative of potential market movements. The principal financial assets subject to price risk and the results of the analysis are shown in the following table. Financial statements 258 3.1 - Market risk - Price Change in value Date of reference of the analysis Pre-tax profit +Vol -Vol Equity reserves +Vol -Vol Position +Vol -Vol 2008 Effects Available-for-sale financial assets Equity instruments Other investments Changes at 31 December 2008 34,407 2,638 37,045 21,336 708 22,044 (21,336) (708) (22,044) - - 21,336 708 22,044 (21,336) (708) (22,044) 2009 Effects Available-for-sale financial assets Equity instruments Other investments 61,470 3,271 15,563 587 (15,563) (587) - - 15,563 587 (15,563) (587) Changes at 31 December 2009 64,741 16,150 (16,150) - - 16,150 (16,150) The relevant items (note 8.4) regard investments in Equity instruments and available-for-sale (AFS) shares in Equity funds. Equity instruments include the Parent Company’s holdings of 350,628 Class B shares in MasterCard Incorporated (350,628 shares at 31 December 2008) with a fair value of 60,808 thousand euros, and 11,144 Class C shares in Visa Incorporated (11,144 shares at 31 December 2008). During the second half of 2009 150,000 Mastercard Incorporated shares were sold forward, with settlement on 30 April 2010. At 31 December 2009, therefore, the risk position regarding Mastercard shares was calculated with reference to 200,628 shares with a fair value of 34,794 thousand euros. Finally, during January and February 2010 further forward sales of Mastercard shares were concluded (note 8.6). As a result, the volatility indicated in the table represents a prudential measurement. These shares are not publicly traded in a regulated market but may be converted into an equal number of Class A shares, which are listed on the New York Stock Exchange, when the periods provided for by both issuers’ articles of association expire. For the purposes of the sensitivity analysis, the shares held have been priced as the Class A shares, minus an adequate discount, and their volatility associated with that shown by these shares on the NYSE. Foreign exchange risk Sensitivity analysis of the items subject to foreign exchange risk was based on the most significant positions, assuming a stress scenario determined by the levels of exchange rate volatility applicable to each foreign currency position held to be material. It was decided to apply an exchange rate movement based on volatility during the year, which was held to be representative of potential market movements. The results of the analysis are shown below. Trade Receivables/Payables due from and to Overseas Correspondents The most significant net position (approximately 98% of the reported foreign exchange exposure) is that denominated in SDRs (Special Drawing Rights), a synthetic currency determined by the weighted average of the exchange rates of four major currencies (Euro, US dollar, British pound, Japanese yen) used worldwide to settle commercial positions among Postal Operators. At 31 December 2009 this position amounted to 2,182 thousand euros (4,111 thousand euros at 31 December 2008). Poste Italiane | Annual Report Notes to the financial statements 259 3.2 - Market risk - SDRs Date of reference of the analysis 2008 Effects Current assets in SDRs Current liabilities in SDRs Exposure to forex movements at 31 December 2008 2009 Effects Current assets in SDRs Current liabilities in SDRs Exposure to forex movements at 31 December 2009 Change in value +Vol -Vol Pre-tax profit +Vol -Vol Equity reserves +Vol -Vol Position in SDRs/000 Position in €000 260 days 260 days 260 days 260 days 73,033 (69,318) 80,829 (76,718) 5,757 (5,464) (5,757) 5,464 5,757 (5,464) (5,757) 5,464 - - 3,715 4,111 293 (293) 293 (293) - - 71,672 (73,677) 77,995 (80,177) 5,839 (6,002) (5,839) 6,002 5,839 (6,002) (5,839) 6,002 - - (2,005) (2,182) (163) 163 (163) 163 - - 260 days 260 days At 31 December 2009, the net position in US dollars amounts to 20 thousand euros (20 thousand euros at 31 December 2008), a negligible sum for the purposes of this analysis. Financial assets This position primarily regards the shares in Mastercard Incorporated and Visa Incorporated (note 3.1), both denominated in US dollars. 3.3 - Market risk - US dollar Date of reference of the analysis 2008 Effects Available-for-sale financial assets Equity instruments Exposure to forex movements at 31 December 2008 2009 Effects Available-for-sale financial assets Equity instruments Exposure to forex movements at 31 December 2009 Change in value +Vol -Vol Pre-tax profit +Vol -Vol Equity reserves +Vol -Vol Position in USD/000 Position in €000 260 days 260 days 260 days 260 days 47,884 47,884 34,407 34,407 4,915 4,915 (4,915) (4,915) - - 4,915 4,915 (4,915) (4,915) 47,884 34,407 4,915 (4,915) - - 4,915 (4,915) 88,553 88,553 61,470 61,470 4,306 4,306 (4,306) (4,306) - - 4,306 4,306 (4,306) (4,306) 88,553 61,470 4,306 (4,306) - - 4,306 (4,306) 260 days 260 days The 2009 effects on the value of the Equity instruments are only measured on the basis of the portfolio that at 31 December 2009 was not subject to forward sales and whose fair value is 35,456 thousand euros (51,078 thousand US dollars). The foreign exchange risk on the Equity instruments sold forward has been hedged via the forward sale of a corresponding amount in US dollars (note 8.6). The volatility indicated in the table represents, in any event, a prudential measurement in view of the foreign exchange hedges on the forward sales of Mastercard shares executed in January and February 2010. Fair value interest rate risk Concerning the effects of changes in interest rates on the price of fixed income and fixed rate securities held by Poste Italiane SpA, mainly in relation to Bancoposta’s activities, as a result of the investment of deposits paid into postal current Financial statements 260 accounts by private customers, the following interest rate sensitivity analysis was based on changes in fair value following a parallel shift in the forward yield curve (+/- 100 bps). 3.4 - Market risk - interest rate on fair value Pre-tax profit Change in value Date of reference of the analysis 2008 effects Assets attributable to BancoPosta Available-for-sale financial assets (1) Derivative financial instruments (2) Available-for-sale financial assets Fixed income instruments Exposure to interest rate movements at 31 December 2008 2009 effects Assets attributable to BancoPosta Available-for-sale financial assets (3) Derivative financial instruments Available-for-sale financial assets Fixed income instruments Exposure to interest rate movements at 31 December 2009 Equity reserves Notional Fair value +100 bps -100 bps +100bps -100bps +100bps -100bps 13,588,950 12,630,200 958,750 300,000 300,000 13,044,233 12,993,663 50,570 308,708 308,708 (566,332) (566,332) (1,482) (1,482) 602,610 602,610 1,489 1,489 - - (566,332) 602,610 (566,332) 602,610 (1,482) 1,489 (1,482) 1,489 13,888,950 13,352,941 (567,814) 604,099 - - (567,814) 604,099 14,670,700 14,092,700 578,000 100,000 100,000 15,108,809 15,067,840 40,969 101,143 101,143 (732,385) (687,053) (45,332) (1,078) (1,078) 794,709 745,103 49,606 1,090 1,090 - - (732,385) 794,709 (687,053) 745,103 (45,332) 49,606 (1,078) 1,090 (1,078) 1,090 14,770,700 15,209,952 (733,463) 795,799 - - (733,463) 795,799 At 31 December 2008 held-for-trading financial assets with a nominal value of 1,150,000 thousand euros (fair value through profit or loss) were not considered, as these are not subject to the risk in question as they were hedged through forward sales with settlement in January 2009. The forward purchases indicated were not subject to sensitivity analysis at 31 December 2008 as they were extinguished, following changes in market conditions, in early 2009, recognising the discontinuation of the related cash flow hedges. (3) At 31 December 2009 held-for-trading financial assets with a nominal value of 100,000 thousand euros (fair value through profit or loss) were not considered, as these are not subject to the risk in question as they were hedged through forward sales with settlement in January 2010. (1) (2) Assets attributable to BancoPosta Bancoposta’s investment securities (note 14.3) were nearly equally split between Held-to-maturity (HTM) and Available-forsale (AFS). While a change in fair value does not have an impact in terms of financial position or operating performance for HTM financial assets, which are initially recognised at fair value and subsequently are reported at amortised cost, it does have an effect in terms of financial position for AFS financial assets, which are recognised at fair value with any change accounted for in Equity, making it necessary to monitor constantly the unrealised gains and losses. The sensitivity analysis shown concerns AFS financial assets. This item included fixed income government securities (ordinary BTPs) with a nominal value of 11,474,000 thousand euros, and positions in inflation-linked BTPs (BTP€i) with a nominal value of 2,618,700 thousand euros. The BTP€i, which carry floating rates indexed to European inflation, have been swapped for fixed rate bonds so as to hedge cash flows against interest rate risk (cash flow hedges). As a result of the re-investment of maturing securities, which saw the Company take advantage of the returns offered by the peculiar nature of the interest rate curve, during 2009 the term to maturity of AFS investments rose by approximately 7 percentage points (at 31 December 2008 the term to maturity of the securities portfolio was 4.30). This has increased the sensitivity of the fair value of the portfolio to interest rate risk, albeit to no significant extent. At 31 December 2009, this form of interest rate risk also influenced the fair value of forward purchases of securities attributable to BancoPosta and having a notional value of 578,000 thousand euros (note 14.4). These derivative financial instruments were settled in early 2010 and the related sensitivity analysis, shown solely to ensure full disclosure in table 3.4, therefore represents a prudential measurement. Poste Italiane | Annual Report Notes to the financial statements 261 In addition to the above sensitivity analysis, the Company monitors the fair value interest rate risk to which BancoPosta’s available-for-sale securities are exposed through the calculation of VaR (Value at Risk). This is estimated over a time horizon of 3 days and with a probability of 99%. At 31 December 2009 the maximum VaR for available-for-sale financial assets amounts to 104,726 thousand euros (169,957 thousand euros art 31 December 2008) and for derivative financial instruments 6,992 thousand euros. Available-for-sale financial assets Available-for-sale financial assets exposed to this risk consist of short-term bank instruments with a total notional value of 100,000 thousand euros (300,000 thousand euros at 31 December 2008). The VaR for this portfolio, calculated on the above basis, amounts to a maximum of 307 thousand euros (312 thousand euros at 31 December 2008). CREDIT RISK Credit risk regards the risk that a debtor might default on a payment or go into liquidation. This risk is managed as follows: • minimum rating requirements for issuers/counterparties, based on the type of instrument; • concentration limits per issuer/counterparty; • a ban on investments in subordinated financial instruments, with the sole exception of the subsidiary, Poste Vita SpA; • monitoring of changes in the ratings of counterparties. At 31 December 2009 the following positions are subject to this risk: Financial assets Below, for each category of financial instrument the relevant credit exposure is shown. The ratings reported in the table have been assigned by Moody’s. 3.5 - Credit risk - Financial assets Item Balance at 31 December 2009 From Aaa From A1 From Ba1 to Aa3 to Baa3 to not rated Loans and receivables Loans Receivables 807,970 807,970 - Available-for-sale financial assets Other instruments and deposits 191,143 191,143 - 1,001 1,001 - - - 999,113 - Derivative financial instruments Cash flow hedges Fair value hedges Fair value through profit or loss Total Total 539,083 1,347,053 509,180 509,180 29,903 837,873 Balance at 31 December 2008 From Aaa From A1 From Ba1 to Aa3 to Baa3 to not rated Total 960,304 960,304 52,286 52,286 514,568 501,806 12,762 1,527,158 501,806 1,025,352 192,144 192,144 500,425 500,425 9,029 9,029 - 509,454 509,454 - 1,116 1,116 - - - 1,116 1,116 - 540,084 1,539,197 1,461,845 61,315 514,568 2,037,728 In 2009, the ongoing world financial crisis continued to entail a significant review of credit ratings by the main agencies, with a substantial number of downgrades, even though the period witnessed a progressive reduction in credit spreads, partly following the alignment of investors’ expectations with the fundamental indicators of the solvency of debtors. The Company’s position was also affected by the changed picture, as its exposure features a lower average rating for its counterparties than in the past, even though these counterparties continue to rank among the most creditworthy. Financial statements 262 Loans and receivables Loans of 509,180 thousand euros at 31 December 2009 (501,806 thousand euros at 31 December 2008) refer entirely to loans (note 8.1) granted to Group companies and intercompany current accounts (note 8.2), with both types of transaction conducted on an arm’s length basis. These loans include subordinated loans of 345,000 thousand euros to the insurance company, Poste Vita SpA (unchanged with respect to 31 December 2008). Receivables (note 8.3) primarily regard the Company’s claims on the parent, the MEF, amounting to 769,500 thousand euros (905,548 thousand euros at 31 December 2008), and on the counterparties involved in asset swap transactions (with collateral provided by a specific Credit Support Annex 10), totalling 55,660 thousand euros, in the form of guarantee deposits established during the year under review (of these 38,470 thousand euros in favour of counterparties with investment grade ratings. Available-for-sale financial assets Other instruments and deposits include investments in fixed rate securities (note 8.4) purchased during 2009 and issued by Cassa Depositi e Prestiti SpA, with a fair value of 101,143 thousand euros (a face value of 100 million euros), and a Fiduciary deposit established in 2002 with a fair value of 91,001 thousand euros (a face value of 107.5 million euros). This latter instrument, which is more fully described in note 8.5, benefits from an embedded put option guaranteeing repayment of 84% of the face value of the investment. Derivative financial instruments Credit risk arising from derivative transactions is mitigated through rating and counterparty concentration limits. Exposure is monitored at current value, in accordance with the Bank of Italy’s prudential supervision instructions. At 31 December 2009 Financial assets include derivative financial instruments. Assets attributable to BancoPosta The Company’s operational characteristics, related in particular to BancoPosta’s investment activities, gave rise to a significant exposure toward the Italian State, involving essentially deposits with the MEF and the majority of holdings of Italian government securities (note 14.1). The fair value of derivative financial instruments included in Assets attributable to BancoPosta amounts to 40,969 thousand euros and reflects forward purchases. At 31 December 2009 all counterparties for the Company’s derivatives have investment grade ratings. Non-current assets – Other assets 3.6 - Credit risk 31 Dec 2009 31 Dec 2008 Carrying amount Specific impairments Carrying amount Specific impairments Trade receivables due from Public Sector entities Trade receivables due from the MEF Receivables due under fixed-term contracts settlement Guarantee deposits paid to suppliers Third-party deposits in Postal Savings Books registered in the name of Poste Italiane SpA 254,315 233,796 2,954 (2,189) - 281,169 154,214 3,123 (2,189) - 3,101 - 3,248 - Total of which past due 494,166 - Item 441,754 - 10. Under these contracts, counterparty risk is limited through periodic margining, whereby if the fair value of the derivative instrument exceeds a set value, the debtor must post adequate collateral with the creditor. At 31 December 2009 almost all counterparties for the Group’s derivatives have investment grade ratings. The sole exception is a counterparty that it is not rated by the agencies, for which a special purpose company in the same group with an investment grade rating has posted collateral with Poste Italiane SpA in the event of default or insolvency. Poste Italiane | Annual Report Notes to the financial statements 263 Current assets – Trade Receivables 3.7 - Credit risk 31 Dec 2009 31 Dec 2008 Carrying amount Specific impairments Carrying amount Specific impairments Cassa Depositi e Prestiti Overseas correspondents Public Sector Private customers Due from subsidiaries Due from associates Due from parents 918,045 224,078 884,078 543,787 271,101 153 1,124,197 (20,556) (96,765) (34,890) (77,230) 734,825 243,708 756,883 444,336 250,493 45 903,515 (20,556) (96,044) (33,913) (54,019) Total 3,965,439 3,333,805 361,614 470,610 Item of which past due The nature of the Group’s customers, the structure of revenues and the method of collection mean that there is a limited risk of default on trade receivables. In this regard, reference should be made to the paragraph of note 2.3 dealing with Revenues and receivables due from the State. All receivables are subject to specific monitoring and reporting procedures to support credit collection activities. Other current receivables and assets 3.8 - Credit risk 31 Dec 2009 31 Dec 2008 Carrying amount Specific impairments Carrying amount Specific impairments Prepaid taxes Other amounts due from subsidiaries Receivables due from others Accrued income and prepaid expenses 232,186 1,086 208,982 3,951 (128,408) - 203,206 1,989 206,155 3,437 (108,397) - Total of which past due 446,205 1,052 Item 414,787 9,209 LIQUIDITY RISK Liquidity risk is the risk that an entity may have difficulties in raising sufficient funds, at market conditions, to meet its obligations deriving from financial instruments. Liquidity risk may regard the inability to sell financial assets quickly at an amount close to fair value or by the need to raise funds at unfair rates. Poste Italiane SpA applies a financial strategy that aims to minimise this type of risk as follows: • diversification of the various forms of short- and long-term borrowings and counterparties; • the availability of lines of credit in terms of amount and the number of banks; • the gradual and consistent distribution of the maturities of medium/long-term borrowings; • the adoption of analysis models designed to monitor the maturities of assets and liabilities. At 31 December 2009 liquidity risk regards the potential exposure deriving from obligations relating to the investment of Financial statements 264 deposits by current account customers. The liquidity risk associated with BancoPosta’s activities regards the investment of current account deposits in euro area government securities. The potential risk derives from a mismatch between the maturities of investments in securities and those of liabilities, represented by current accounts where the funds are available on demand, thus compromising the Company’s ability to meet its obligations to current account holders. This potential mismatch between assets and liabilities is monitored via the use of a maturity schedule resulting from a statistical approach, which has led to the creation of a model based on the performance of current account deposits according to an amortisation schedule that assumes the total withdrawal of deposits equally distributed over a period of ten years. Investment policies have been based on this model. This approach is also in line with the Bank of Italy’s prudential supervisory requirements. At 31 December 2009 the match between the maturities of investments in euro area government securities and the above ten-year profile for the repayment of liabilities has, however, reduced, even if not to a significant extent. This reflects investment activity, which, in order to take advantage of the returns offered by the peculiar nature of the interest rate curve during the year, has involved the purchase of securities with longer terms to maturity (around 1% of the total notional amount matures in 2023 and 2% in 2040). As a result, the average term to maturity of investments has risen from 4.28 at 31 December 2008 to 4.53 at 31 December 2009. The components of the financial statements most subject to liquidity risk at 31 December 2009 are described below. The amounts shown refer to the Company’s obligations at maturity (nominal value plus accrued interest). Liabilities attributable to BancoPosta In order to analyse liquidity risk at 31 December 2009, the timing of withdrawals from postal current accounts held by third parties (with a carrying amount of 39,473,727 thousand euros) was determined as follows: • in the case of private customers’ deposits, whose funds are invested in euro area government securities, on the basis of the amortisation schedule deriving from application of the statistical model developed in order to model the behaviour of current account holders; • in the case of Public Sector customers, by taking account of the fact that the Company is required to deposit the resulting liquidity with the MEF, and that all changes in the amount due to current account holders is matched exactly in the balance of the amount deposited with the Ministry after a delay of one bank working day (three working days until 30 June 2009). For this reason both items have been classified as being available on demand. The following table shows liabilities increased by the expected cash flows generated by the related interest expense. Postal current accounts are net of the postal current accounts held by Poste Italiane SpA. 3.9 - Liquidity risk 31 Dec 2009 Item Within Between 1 12 months and 5 years Cassa Depositi e Prestiti and the MEF for management of postal savings Other payables Derivative financial instruments 31 Dec 2008 Over 5 years Total Within 12 months Between 1 and 5 years Over 5 years Total 70,766 - - 70,766 572,456 - - 572,456 222,796 68,108 - 290,904 528,137 52,341 - 580,478 - 547,709 - - 547,709 913,486 - 913,486 Postal current accounts 13,987,933 10,763,868 13,226,556 37,978,357 13,528,422 10,495,130 12,815,598 36,839,150 Total liabilities 14,829,204 10,831,976 13,226,556 38,887,736 15,542,501 10,547,471 12,815,598 38,905,570 At 31 December 2009 these liabilities are invested in the following types of financial instrument. Investments in fixed income instruments (a carrying amount of 28,458,973 thousand euros, as described in note 14.2) are shown on the basis of the expected cash flows, consisting of the redemption value of the securities and the coupon interest to be collected as it falls due. Poste Italiane | Annual Report Notes to the financial statements 265 3.10 - Liquidity risk 31 Dec 2009 Item Within Between 1 12 months and 5 years 31 Dec 2008 Over 5 years Total Within Between 1 12 months and 5 years Over 5 years Total - - 8,320,632 6,336,538 - - 6,336,538 - - (1,515,829) (790,180) - - (790,180) - - - - 2,775,665 1,434,826 2,319,734 1,447,903 Amounts due from the MEF 8,320,632 Poste Italiane SpA’s own liquidity held in postal current accounts (1,515,829) Amounts due from the Italian Treasury 839,808 Other receivables 706,910 Cash and cash equivalents 2,660,696 Derivative financial instruments 104,110 Fixed income instruments (Capital + Interest) 3,289,121 839,808 706,910 2,660,696 104,110 2,775,665 1,434,826 2,319,734 1,447,903 14,220,634 17,136,087 34,645,842 3,279,431 13,631,728 15,239,390 32,150,549 Total assets 14,220,634 17,136,087 45,762,169 16,803,917 13,631,728 15,239,390 45,675,035 14,405,448 The liquidity risk profile at 31 December 2009 is largely unchanged from the preceding year, featuring the same use characteristics. Whilst demand deposits from Public Sector entities were substantially stable, demand deposits from private customers are up, above all the retail component, which is typically more stable. Nevertheless, mindful that this might be also a consequence of the financial crisis, the Company continues to closely monitor the deposit base. Financial liabilities Expected cash flows for financial liabilities accounted for at the end of the reporting period, broken down by maturity, are shown below. Repayments of principal at face value are increased by interest payments calculated on the basis of the interest rate curve applicable at 31 December 2009 and 31 December 2008. 3.11 - Financial liabilities 31 Dec 2009 Item Within Between 1 12 months and 5 years 31 Dec 2008 Over 5 years Total Within Between 1 12 months and 5 years Over 5 years Total Borrowings Derivative financial instruments Current account balances of subsidiaries Other financial liabilities 276,552 2,331 1,698,234 - 3,699 - 1,978,485 2,331 696,793 3,381 1,864,399 - 121,486 - 2,682,678 3,381 325,418 2,062,284 20,070 250,465 325,418 2,332,819 145,760 1,963,171 80,916 191,364 145,760 2,235,451 Total 2,666,585 1,718,304 254,164 4,639,053 2,809,105 1,945,315 312,850 5,067,270 Current liabilities – Trade payables 3.12 - Liquidity risk 31 Dec 2009 Item Within Between 1 12 months and 5 years 31 Dec 2008 Over 5 years Total Within Between 1 12 months and 5 years Over 5 years Total Suppliers Subsidiaries Prepayments from customers Interest payable to current account holders 1,113,077 234,886 208,269 - - 1,113,077 234,886 208,269 1,172,399 253,553 206,157 - - 1,172,399 253,553 206,157 95,865 - - 95,865 119,033 - - 119,033 Total 1,652,097 - - 1,652,097 1,751,142 - - 1,751,142 Financial statements 266 CASH FLOW INTEREST RATE RISK This regards uncertainty over future cash flows following fluctuations in market interest rates. It may be caused by a mismatch – in terms of type of rate, indexation method and term to maturity – between financial assets and liabilities that tends to last until contractual and/or expected maturity (the banking book), and which, as such, generates an impact on the interest margin, which is thus reflected in the operating results for future periods. At 31 December 2008 and 31 December 2009, sensitivity to interest rate risk of the cash flow generated by the instruments concerned is summarized in the table below, and calculated to reflect changes resulting from a parallel shift in the forward yield curve (+/- 100 bps). 3.13 - Cash flow interest rate risk and hedging policy Pre-tax profit Date of reference of the analysis Equity reserves Total equity Note Notional +100bps -100bps +100bps -100bps +100bps -100bps [8.1] [8.4] [8.4] 355,320 100,000 107,500 3,553 1,000 1,075 (3,553) (1,000) (1,075) - - 3,553 1,000 1,075 (3,553) (1,000) (1,075) [14.1] 5,546,358 55,464 (55,464) - - 55,464 (55,464) 2008 Effects Non-current financial assets Loans Fixed income instruments Other investments Assets attributable to Bancoposta Due from MEF Current financial assets Loans [8.2] 142,188 1,422 (1,422) - - 1,422 (1,422) Cash and cash equivalents Bank and post office deposits [15.1] 962,472 9,625 (9,625) - - 9,625 (9,625) Financial liabilities Bank borrowings (1) Borrowings (overdrafts) Borrowings (from subsidiaries) [22.3] [22.3] [22.4] (650,000) (2,782) (145,760) (3,550) (28) (1,458) 3,550 28 1,458 1,468 - (1,481) - (2,082) (28) (1,458) 2,069 28 1,458 6,415,296 67,103 (67,103) 1,468 (1,481) 68,571 (68,584) [8.1] [8.4] 310,840 107,500 3,108 1,075 (3,108) (1,075) - - 3,108 1,075 (3,108) (1,075) [14.1] 6,804,803 68,048 (68,048) - - 68,048 (68,048) Exposure to interest rate movements at 31 December 2008 2009 Effects Non-current financial assets Loans Fixed income instruments Other investments Assets attributable to Bancoposta Due from MEF Current financial assets Loans [8.2] 196,550 1,966 (1,966) - - 1,966 (1,966) Cash and cash equivalents Bank and post office deposits [15.1] 1,586,988 15,870 (15,870) - - 15,870 (15,870) Financial liabilities Band borrowings Borrowings (overdrafts) Borrowings (from subsidiaries) [22.3] [22.3] [22,4] (250,000) (325,418) (2,500) (3,254) 2,500 3,254 - - (2,500) (3,254) 2,500 3,254 8,431,263 84,313 (84,313) - - 84,313 (84,313) Exposure to interest rate movements at 31 December 2009 (1) At 31 December 2008, the effects of the sensitivity analysis are shown net of the hedges in place. At this date, the Company’s exposure to interest rate risk in respect of its financial liabilities was hedged by interest rate swaps with a notional value of 295 million euros. Poste Italiane | Annual Report Notes to the financial statements 267 Assets attributable to BancoPosta At 31 December 2009 this risk primarily relates to the investment of the funds deriving from the current account deposits of Public Sector entities, which must be deposited with the MEF. Since 1 January 2008, these investments earn interest at a floating rate, calculated on the basis of a basket of government securities and indexes, in accordance with the method provided for by the European Commission in its Decision of 16 July 2008 and set out in the related agreement between the MEF and Poste Italiane SpA, which was approved by Ministerial Decree of 7 April 2009. Although the amounts involved are lower, this risk also regards the liquidity deposited in a buffer account with the MEF, which earns interest in accordance with the treasury services agreement renewed on 18 June 2009. This is calculated as the average yield on auctions of Short-term Treasury Certificates (BOT) organised by the MEF during the relevant six-month period. BANKING BOOK INTEREST RATE RISK This is the risk, or the probability, that movements in interest rates will have a negative impact on an entity’s operating results and financial position. It may be caused by a mismatch – in terms of type of rate, indexation method and term to maturity – between financial assets and liabilities that tends to last until contractual and/or expected maturity (the banking book), and which, as such, generates an impact on the interest margin, which is thus reflected in the operating results for future periods. At 31 December 2009 most of the risk in question is linked to the investment of the funds deriving from the postal current account deposits of private customers in euro area government securities, as well as the liquidity held by Public Sector entities in current accounts with Poste Italiane SpA, which must be deposited with the MEF. Returns on the investment of these funds is related to general trends in interest rates, as the Company takes a commercial approach to their management, and interest paid on these deposits is not index-linked: • investments in euro area government securities yield a return based on the interest rates prevailing at the time of purchase; BancoPosta’s Securities portfolio is currently invested in fixed income instruments, or floating rate instruments that yield fixed interest payments thanks to the asset swaps described above (note 3.4). For this reason, table 3.13 does not show evidence of any potential impact on this portfolio of the risk in question; • as noted elsewhere (note 3.13), the funds deposited with the MEF yield floating interest payments. Both types of investment are associated with an interest rate risk profile that is analysed and monitored with respect to the financial characteristics of the instruments and is managed through an adequate hedging policy (note 14.4). As a result, at 31 December 2009 forward purchases with a notional value of 578,000 thousand euros, maturing in 2010, are in place, in addition to asset swaps with a notional value of 2,618,700 thousand euros. DETERMINATION OF FAIR VALUE The financial instruments recognised at fair value in these financial statements are classified below on the basis of a hierarchy reflecting the significance of the sources used in determining fair value. The fair value hierarchy comprises the following levels: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). Financial statements 268 3.14 - Fair value hierarchy 31 Dec 2009 Description Level 1 Level 2 Level 3 Total Financial assets AFS financial assets Equity instruments Fixed income instruments Other investments 104,414 104,414 101,143 3,271 152,471 152,471 61,470 91,001 4,617 4,617 4,617 - 261,502 261,502 66,087 101,143 94,272 Assets attributable to BancoPosta Investments in financial instruments AFS Held-for-trading Derivative financial instruments 15,171,861 15,171,861 15,067,840 104,021 - 40,969 40,969 - 15,212,830 15,171,861 15,067,840 104,021 40,969 Total assets at fair value 15,276,275 193,440 4,617 15,474,332 Financial liabilities Derivative financial instruments - (2,331) (2,331) - (2,331) (2,331) Liabilities attributable to BancoPosta Derivative financial instruments - (93,082) (93,082) - (93,082) (93,082) Total liabilities at fair value - (95,413) - (95,413) OTHER RISKS Operational risk This regards the risk of losses resulting from inadequate or failed internal processes, people and systems, or from external events. This category of risk includes losses resulting from fraud, human error, business disruption, systems failures, breach of contract and natural disasters. Operational risks includes legal risk, but not strategic and reputational risks. To protect the Group from this form of risk, in line with the prudential supervisory requirements, issued by the Bank of Italy in December 2006, and adopted by Poste Italiane SpA as benchmarks, the Company has formalised and agreed a methodological and organisational framework to manage the operating risk related to the products/processes of BancoPosta. During 2009 the Board of Directors approved the guidelines for managing operational risk in relation to the BancoPosta business, establishing policies and operational/organisational models for managing this type of risk. The guidelines for the Company have been drawn up in line with this approved framework. Reputational risk Poste Italiane SpA’s business is by its nature exposed to elements of reputational risk, associated mainly with the placement of index-linked bonds issued by other credit institutions and/or insurance policies issued by Poste Vita SpA. In this respect, in July 2008, in accordance with the Markets in Financial Instruments Directive by the EU (Directive 2004/39/EC, “MiFID”), Poste Italiane SpA adopted the “consulting service” model, which is currently being implemented. Poste Italiane | Annual Report Notes to the financial statements 269 The crisis of 2008 had profound effects on the performance of all the financial instruments placed in the market, especially those whose returns are magnified and are inevitably exposed to higher risk and volatility of their fair value. Even though the Company has developed over time prudential policies in the customers’ best interests, which entails the selection of domestic and foreign issuers solely with investment grade ratings, the situation prompted closer scrutiny, so as to ensure full awareness of the performance of the products placed and the risks for the customers that, to this day, characterize these products In this regard, Poste Vita issued over the years Branch III index- and unit-linked policies that call for the investment of the premiums paid in a structured bond or in mutual funds whose increase in value reflects on the value of the policies. For this type of product issued prior to the introduction of ISVAP Regulation 32/2009, the Company does not guarantee capital or a minimum return and, as such, the credit and financial risks associated with them are borne by the customer. In order to protect its own good name and reputation, and those of its Group, as well as its credentials as a capable operator, the Company constantly monitors developments in the risk profile. Particular attention was given to monitoring certain financial instruments underlying index-linked policies issued in the period 2001-2002 by Programma Dinamico SpA, a securitisation vehicle set up under Law 130/99 that matches the definition of control established in the combined provisions of IAS 27 and SIC 12. These instruments bring together different financial positions, including securitisation transactions and credit and financial derivatives (CDOs – Collateralised Debt Obligations), whose performances were affected by the financial and credit market crisis. Whilst it is true that, in accordance with the legal nature of the products in question, the related investment risk is transferred to policyholders, the company assesses the need to restructure its portfolios in order to safeguard its commercial interests, which could be prejudiced by widespread dissatisfaction among customers, and the potential impact on its reputation as a result of a general expression of discontent. In this context, in response to the continuing risk of declines in the value of the securities underlying Programma Dinamico’s “Raddoppio” and “Index Cup” policies, as in December 2008 with regard to “Classe 3 A valore reale” and “Ideale” policies, in May 2009 Poste Vita SpA offered policyholders the opportunity to convert these policies into Branch I policies providing minimum returns guaranteed by the Company. This was done to allow policyholders to reduce their risk exposure, in view of the changed scenario. The maturity of the contracts, which was originally set in 2012, was extended to 31 December 2015 and the capital sum paid at such date was equal to 105% of the premium collected. The costs of the conversion incurred through to 31 December 2009 have been accounted for in technical provisions. In addition, having obtained the prior agreement of the regulator, in May 2009 the Company has sent the holders of “Programma Dinamico Classe 3 A” policies, whose prices are above par at 31 December 2009, a letter in which it reminded policyholders that they have the option of exercising their right of redemption early in order to exit an investment that, in the current financial market crisis, is exposed to a particular degree of risk that was not foreseeable at the time of issue. ISVAP Regulation 32, dated 11 June 2009, has introduced new rules governing index-linked policies. The Regulation contains new rules for index-linked life assurance policies. In view of the number of defaults by major banks in 2008, the insurance regulator believes it is necessary to take steps to protect policyholders, introducing certain standards aimed at revisiting the part insurance companies play in creating products, taking on an active role in drawing up the proposed indexation measures and in managing the investments necessary to hedge the risks assumed. In this regard, the Regulation has, among other things, introduced a rule that states that the securities used to meet the obligations offered may no longer represent the index underlying the policy, but only the company’s means of meeting its contractual obligations. The standards introduced by the Regulation have thus made it easier for insurance companies to substitute the assets in which they invest their technical provisions, on the basis of which the company assumes the risk of insolvency of the issuer. As a result, policyholders may no longer be exposed to the counterparty risk relating to third party entities, whilst they will continue to be exposed to the risk linked to the negative performance of the external index, which may, in any event, be fully or partly neutralised where the insurance company decides to offer further capital or minimum Financial statements 270 return guarantees. In this context, Poste Vita SpA has modified the structure of products issued during the year to comply with the new rules, which do not alter the rights and obligations attached to policies issued prior to the entry into effect of the new Regulation. INFORMATION ABOUT THE GROUP With regard to cash flow management within the Group, a centralised treasury management system enables the automatic elimination of co-existing large debit and credit balances attributable to individual companies, offering the Group advantages in terms of improved liquidity and a reduction in the related risk. The system includes the five main subsidiaries, and makes use, with regard to the banking channel, of zero balance cash pooling. In this way cash flows between the current accounts of subsidiaries and the Parent Company are transferred on a daily basis. FINANCIAL STRUCTURE Poste Italiane SpA’s financial structure at 31 December 2009 is solid and balanced, and adequately protected from liquidity or refinancing risks. Overall borrowings are primarily medium/long-term, except for bank overdrafts, which are of a limited amount. Medium/long-term debt is sufficient to cover expected financial needs. At the end of the reporting period the Company has unused uncommitted lines of 1,218 million euros. It also has unused overdraft facilities in place, totalling 70.7 million euros, and bank guarantee facilities with a value of 99.5 million euros, of which guarantees with a value of 35.4 million euros have been used in the interests of the Company and 7.3 million euros in the interests of Group companies (note 37.4). Poste Italiane | Annual Report Notes to the financial statements 271 4 - PROPERTY, PLANT AND EQUIPMENT The following table shows changes in property, plant and equipment in 2008 and 2009: 4.1 - Changes in property, plant and equipment Operating Plant and Land properties equipment Balance at 1 January 2008 Cost Accumulated depreciation Accumulated impairments Carrying amount Changes during the year Purchases Adjustments Reclassifications Disposals Depreciation Impairments Total changes 71,632 71,632 408 721 (468) 661 Balance at 31 December 2008 Cost Accumulated depreciation Accumulated impairments Carrying amount 72,293 72,293 Changes during the year Purchases Adjustments (1) Reclassifications (2) Disposals (3) Depreciation Impairments Total changes 608 495 (2,773) (244) (1,914) Balance at 31 December 2009 Cost Accumulated depreciation Accumulated impairments Carrying amount 70,379 70,379 2,390,661 2,025,686 (677,716) (1,348,182) (7,496) (21,734) 1,705,449 655,770 28,950 15,030 (4,595) (89,771) (1) (50,387) Industrial and commercial Leasehold equipment improvements 257,851 (189,616) (770) 67,465 106,867 14,311 (2,146) (135,739) (636) (17,343) 17,014 (4) (31) (17) (20,797) (3,835) 2,418,053 2,092,277 (761,509) (1,432,204) (1,482) (21,646) 1,655,062 638,427 274,798 (210,398) (770) 63,630 49,472 63 58,718 (5,399) (92,126) (12,550) (1,822) 89,205 48,495 (1,039) (136,026) (705) (70) 12,422 2,125 (3) (17,497) (2,953) 2,517,990 1,920,426 (850,769) (1,278,093) (13,981) (3,976) 1,653,240 638,357 289,352 (227,905) (770) 60,677 Assets in the course of construction and Other prepayments 463,160 1,020,039 (361,325) (820,603) (4) 101,835 199,432 Total 190,439 (2,913) 187,526 6,419,468 (3,397,442) (32,917) 2,989,109 55,297 (1) 30,297 (230) (77,800) 7,563 202,276 (25) (78,993) (14) 123,244 438,619 691 (5,121) (7,700) (349,385) (671) 76,433 473,752 1,100,655 (355,386) (893,659) (1) (1) 118,365 206,995 310,770 310,770 6,742,598 (3,653,156) (23,900) 3,065,542 38,304 43,800 (526) (82,126) (548) 61,072 (30) (191,417) (130,375) 268,955 528 183 (7,677) (347,834) (14,005) (99,850) 210,022 1,176,826 (53,821) (970,378) (4) (1) 156,197 206,447 180,395 180,395 6,365,390 (3,380,966) (18,732) 2,965,692 27,807 14,265 (230) (25,278) (34) 16,530 17,872 41,235 (466) (20,059) (750) 37,832 Adjustments (1) Cost Other liabilities Accumulated depreciation Total 495 495 98 (35) 63 - - - - (30) (30) 593 (30) (35) 528 Reclassifications (2) Cost Accumulated depreciation Total (2,773) (2,773) 58,630 88 58,718 48,472 23 48,495 2,135 (10) 2,125 41,293 (58) 41,235 43,771 29 43,800 (191,417) (191,417) 111 72 183 Disposals (3) Cost Accumulated depreciation Accumulated impairments (244) - (8,263) 2,813 51 (309,528) 290,114 18,375 (3) - (322,895) 321,682 747 (5,904) 5,378 - - (646,837) 619,987 19,173 Total (244) (5,399) (1,039) (3) (466) (526) - (7,677) Financial statements 272 At 31 December 2009 Property, plant and equipment includes assets located on land held under concession or subconcession, which is to be handed over free of charge at the end of the concession term, with a carrying amount of 179,850 thousand euros. The principal changes during 2009 are described below. Capital expenditure of 268,955 thousand euros primarily regards: • 49,472 thousand euros relating primarily to the purchase and maintenance of properties owned by the Company, including 31,398 thousand euros relating to the extraordinary maintenance of post offices, local head offices and mail sorting offices, and 18,074 thousand euros regarding the purchase of premises used as post offices; • 89,205 thousand euros relating to plant, with the most significant items regarding the installation of ATM machines (31,770 thousand euros), the purchase of sorting equipment used at Sorting Centres (28,956 thousand euros), and plant used in buildings (19,976 thousand euros); • 12,422 thousand euros primarily relating to the purchase of security equipment for post office access and for the deposit of cash and sundry documents; • 17,872 thousand euros invested in plant (9,580 thousand euros) and structural improvements (8,292 thousand euros) for properties held under lease; • 38,304 thousand euros regarding Other assets, including 13,056 thousand euros for the purchase of new computer hardware for post offices and head offices and the expansion of storage systems, 11,065 thousand euros for the purchase of furniture and fittings in connection with the new layouts for post offices, and 7,104 thousand euros for the purchase of other durable goods used in delivery activities; • 61,072 thousand euros referring to investments in progress, with 29,749 thousand euros relating to the restyling of post offices, 24,997 thousand euros to the restructuring of Sorting Centres, and 6,324 thousand euros for the purchase of computer hardware yet to enter service. Impairments of 14,005 thousand euros primarily regard: • 9,550 thousand euros for the impairment of assets damaged by the earthquake that hit the Abruzzo region in April 2009. Damage to the Company’s real estate and other assets is still being appraised and is almost entirely covered by appropriate insurance policies. The likely payout, which is in the course of being quantified, will be accounted for in income as soon as it is due for payment; • 2,429 thousand euros relating to assets located on land held under concession or sub-concession, for which, on expiry of the concession term, or whilst awaiting confirmation of renewal, any additional depreciation of assets to be handed over free of charge at the end of the concession term is calculated on the basis of the probable residual duration of the right to use the assets to provide public services, estimated on the basis of the framework agreements entered into with the Public Sector, the status of negotiations with the grantors and past experience. Reclassifications from Assets in the course of construction, totalling 191,417 thousand euros, primarily regard the purchase cost of assets that became available and ready for use during the year. Above all, such assets regard completion of work on the restructuring of Sorting Centres and installation of the related equipment, completion of the restructuring of Company-owned and leased post offices premises, and the rollout of hardware held in storage. Disposals, with a net carrying amount of 7,677 thousand euros, primarily regard the sale of operating properties (5,399 thousand euros) and the disposal or retirement of obsolete production plant (1,039 thousand euros, after use of the related provisions for impairments made in previous years). The impact of these disposals on the income statement is described in note 28.2. Poste Italiane | Annual Report Notes to the financial statements 273 5 - INVESTMENT PROPERTY Investment property primarily regards former service accommodation owned by Poste Italiane SpA pursuant to Law 560 of 24 December 1993, and residential accommodation previously used by post office managers. The following changes in investment property took place in 2009 and 2008: 5.1 - Changes in investment property 2009 2008 Balance at 1 January Cost Accumulated depreciation Accumulated impairments Carrying amount 147,584 (47,916) (8,736) 90,932 180,410 (53,120) (19,163) 108,127 Changes during the year Purchases Reclassifications (1) Disposals (2) Depreciation Reversals of impairments/(Impairments) Total changes 288 (753) (10,956) (4,311) 1,817 (13,915) 652 (1,004) (17,846) (5,089) 6,092 (17,195) Balance at 31 December Cost Accumulated depreciation Accumulated impairments Carrying amount 127,310 (45,172) (5,121) 77,017 147,584 (47,916) (8,736) 90,932 Fair value at 31 December 115,332 132,038 Reclassifications (1) Cost Accumulated depreciation Accumulated impairments Total (1,871) 653 465 (753) (3,184) 1,021 1,159 (1,004) Disposals (2) Cost Accumulated depreciation Accumulated impairments Total (18,691) 6,402 1,333 (10,956) (30,294) 9,272 3,176 (17,846) The fair value of Investment property at 31 December 2009 amounts to 115,332 thousand euros. This value includes 103,475 thousand euros representing the sale price applicable to the Company’s former service accommodation pursuant to Law 560 of 24 December 1993, whilst the residual amount refers to internal estimates of market prices. Most of the properties included in this category are subject to lease agreements classifiable as operating leases, given that Poste Italiane SpA retains substantially all the risks and rewards of ownership of the properties. Under the relevant agreements, tenants usually have the right to break off the lease with six months notice. Given the resulting lack of certainty, the expected revenue flows from these leases are not referred to in these notes. Financial statements 274 6 - INTANGIBLE ASSETS The following table shows changes in intangible assets in 2008 and 2009: 6.1 - Changes in intangible assets Industrial patents and intellectual property rights Concessions licenses, trademarks and similar rights Intangible assets in progress and prepayments Other Total Balance at 1 January 2008 Cost Accumulated amortisation Carrying amount 797,990 (578,698) 219,292 2,010 (1,826) 184 25,833 25,833 68,868 (68,502) 366 894,701 (649,026) 245,675 Changes during the year Purchases Adjustments Reclassifications Disposals Amortisation Total changes 123,955 (54) 28,437 (143,247) 9,091 (91) (91) 72,600 (38) (25,769) 46,793 (366) (366) 196,555 (92) 2,668 (143,704) 55,427 Balance at 31 December 2008 Cost Accumulated amortisation Carrying amount 950,328 (721,945) 228,383 2,010 (1,917) 93 72,626 72,626 68,868 (68,868) - 1,093,832 (792,730) 301,102 Changes during the year Purchases Adjustments (1) Reclassifications (2) Amortisation Total changes 123,684 50,399 (140,553) 33,530 16 (93) (77) 60,783 (103) (50,321) 10,359 - 184,483 (103) 78 (140,646) 43,812 Balance at 31 December 2009 Cost Accumulated amortisation Carrying amount 1,124,411 (862,498) 261,913 2,026 (2,010) 16 82,985 82,985 68,868 (68,868) - 1,278,290 (933,376) 344,914 - - (103) (103) - (103) (103) 50,399 50,399 - (50,321) (50,321) - 78 78 Adjustments (1) Cost Other components of liabilities Total Reclassifications (2) Cost Total Investment in intangible assets during 2009 amounts to 184,483 thousand euros, including 9,908 thousand euros regarding software developed in-house and the related costs. The increase of 123,684 thousand euros in Industrial patents, intellectual property rights, concessions, licences, trademarks and similar rights, before amortisation for the year, primarily refers to the purchase and entry into service of new software applications used by the Parent Company for innovative Mail services, WEB Oriented services and Poste Italiane | Annual Report Notes to the financial statements 275 BancoPosta services and in updating Asset and Configuration Management. New software applications were also purchased for use in the maintenance, evolution and development of the technology infrastructures used in the sale of BancoPosta services and in the updating of the platform used to provide multi-channel services. During the year, the Company effected reclassifications from Intangible assets in progress to Industrial patents and intellectual property rights (50,399 thousand euros), relating to the release and entry into service of new software programmes and the development of existing programmes. 7 - INVESTMENTS This item includes the following: 7.1 - Investments Item Balance at 31 Dec 2009 Balance at 31 Dec 2008 Investments in subsidiaries Investments in associates 1,074,632 - 1,058,132 - Total 1,074,632 1,058,132 Changes in investments in subsidiaries during 2008 and 2009 are as follows: 7.2 - Changes in investments in 2008 Investment Subsidiaries BancoPosta Fondi SpA SGR CLP ScpA Consorzio Poste Contact Poste Link Scrl (1) Cons. Servizi di Telefonia Mobile ScpA EGI SpA Mistral Air Srl Poste Energia SpA Poste Italiane Trasporti SpA PosteMobile SpA PosteShop SpA Poste Tributi ScpA Poste Tutela SpA Poste Vita SpA Poste Voice SpA Postecom SpA Postel SpA SDA Express Courier SpA Total (1) Additions Subscriptions/ Balance at Capital 1 Jan 2008 contributions Acquisitions Reductions Adjustments Sales, liquidations, Balance at mergers Revaluations Impairments 31 Dec 2008 12,000 263 84 70 61 191,410 7,705 120 1,739 17,551 5,815 1,808 818 563,481 12,789 131,575 105,460 7,401 10,000 319 - - - - (12,337) - 12,000 263 84 70 61 191,410 2,769 120 1,739 27,551 5,815 1,808 818 563,481 319 12,789 131,575 105,460 1,052,749 17,720 - - - (12,337) 1,058,132 On 17 November 2008 the Poste Link consortium was converted to a limited liability consortium. Financial statements 276 7.3 - Changes in investments in 2009 Investment Subsidiaries BancoPosta Fondi SpA SGR CLP ScpA Consorzio Poste Contact Poste Link Scrl Cons. Servizi di Telefonia Mobile ScpA EGI SpA Mistral Air Srl Poste Energia SpA Poste Italiane Trasporti SpA PosteMobile SpA PosteShop SpA Poste Tributi ScpA Poste Tutela SpA Poste Vita SpA Poste Voice SpA Postecom SpA Postel SpA SDA Express Courier SpA Total Additions Subscriptions/ Balance at Capital 1 Jan 2009 contributions Acquisitions Reductions Adjustments Sales, liquidations, Balance at mergers Revaluations Impairments 31 Dec 2009 12,000 263 84 70 61 191,410 2,769 120 1,739 27,551 5,815 1,808 818 563,481 319 12,789 131,575 105,460 3,000 13,500 - - - - - 12,000 263 84 70 61 191,410 5,769 120 1,739 41,051 5,815 1,808 818 563,481 319 12,789 131,575 105,460 1,058,132 16,500 - - - - 1,074,632 Changes during 2009 regard payments of 3,000 thousand euros to Mistral Air Srl and 13,500 thousand euros to PosteMobile SpA in order to recapitalise the companies. The following transactions also took place without modifying the value of the Company’s direct interests in the companies concerned: • on 26 January Poste Italiane SpA’s Board of Directors approved the merger of the Poste Contact consortium, 70% owned by Poste Italiane SpA, 15% owned by Postecom SpA and 15% by Postel SpA11, with and into Poste Link Scrl, with effect for tax and accounting purposes from 1 January 2010. On 8 March 2010, following registration of the merger, completed on 24 February 2010, the consortium was cancelled from the Companies’ Register; • on 22 December the Board of Directors of SDA Express Courier SpA approved a capital increase via Poste Italiane SpA’s contribution of all the shares held in the subsidiary, Poste Italiane Trasporti SpA. On 25 January 2010, Poste Italiane SpA’s Board of Directors authorised coverage of the losses incurred by Mistral Air Srl at 30 September 2009 and the establishment of an extraordinary reserve via the payment of 3,500 thousand euros. An extraordinary general meeting of Mistral Air Srl’s shareholders voted to approve the transaction on 9 February 2010. On 24 February 2010 the Parent Company transferred its interest in the wholly owned subsidiary, Poste Voice SpA, to Poste Link Scrl, also an indirectly wholly owned subsidiary (70% Poste Italiane, 15% Postecom and 15% Postel) at a price of 42 thousand euros, equal to the value of the equity of the transferred company at 31 January 2010. 11. On 8 October 2009 a general meeting of the Poste Contact consortium’s shareholders approved Postel SpA’s admission as a member of the consortium. Following this, Postel SpA acquired a 15% interest in the consortium and Postecom SpA reduced its interest from 30% to 15%. Poste Italiane | Annual Report Notes to the financial statements 277 The following table shows a list of investments in subsidiaries at 31 December 2009: 7.4 - List of investment in subsidiaries Name BancoPosta Fondi SpA SGR CLP ScpA Consorzio Poste Contact Poste Link Scrl (2) Consorzio per i Servizi di Telefonia Mobile ScpA (2) EGI SpA Mistral Air Srl Poste Energia SpA (2) Poste Italiane Trasporti SpA PosteMobile SpA (2) PosteShop SpA Poste Tributi ScpA PosteTutela SpA Poste Vita SpA (2) Poste Voice SpA Postecom SpA Postel SpA SDA Express Courier SpA (1) (2) % interest Share capital (1) Profit/(Loss) for the year Carrying amount of Equity Share of Equity Carrying amount 31 Dec 2009 Difference between carrying amount and share of Equity 100 51 70 70 12,000 516 120 200 15,122 499 5,197 49,377 516 969 7,251 49,377 263 678 5,076 12,000 263 84 70 37,377 594 5,006 51 55 100 120 103,200 530 19,941 (2,342) 120 417,278 (683) 61 229,503 (683) 61 191,410 5,769 38,093 (6,452) 100 100 100 100 70 100 100 100 100 100 100 120 1,020 2,582 2,582 2,583 153 561,608 120 6,450 20,400 54,600 377 803 (6,795) (1,545) 771 107,878 (135) (1,612) 19,505 (23,529) 788 5,419 9,415 5,806 2,583 7,177 1,070,734 53 39,770 138,400 81,198 788 5,419 9,415 5,806 1,808 7,177 1,070,734 53 39,770 138,400 81,198 120 1,739 41,051 5,815 1,808 818 563,481 319 12,789 131,575 105,460 668 3,680 (31,636) (9) 6,359 507,253 (266) 26,981 6,825 (24,262) Consortium fund in the case of consortia. The registered offices of subsidiaries are all located in Rome. The figures for these companies have been calculated under IFRS, and are not, therefore, consistent with those contained in the financial statements prepared under Italian GAAP. The impairment testing of investments required by the related accounting standards has been conducted. The tests carried out at 31 December 2009 were based on three-year plans, covering the period 2010-2012, for the relevant cash generating units (the companies and their subsidiaries). The figures for the last year of the plan were used to project cash flows for subsequent years over an indefinite time horizon. The Discounted Cash Flow (DCF) method was then applied to the resulting amounts. In calculating value in use, NOPLAT (Net operating profit less adjusted taxes) was capitalised using an appropriate growth rate and discounted using the related WACC (Weighted average cost of capital). A growth rate of 2% was used in the tests carried out at 31 December 2009. Based on the available prospective information and the results of the impairment tests conducted, and, in certain cases, based on the results of independent expert appraisals, no impairments have been recognised. However, in view of the exceptional operating environment, which makes it very difficult to make medium/long-term projections regarding macroeconomic and market conditions, the tests also prudently took account of a possible deterioration in the parameters used in the preparing the long-term plans for Group companies operating in the Postal Services segment. This involved making provisions accounted for in Other provisions liabilities and charges. The suitability of the provisions made will be assessed on an ongoing basis. Financial statements 278 8 - FINANCIAL ASSETS At 31 December 2009 and 2008 financial assets break down as follows: 8.1 - Financial assets Balance at 31 Dec 2009 Non-current assets Current assets Loans and receivables Loans Receivables 756,159 310,840 445,319 Available-for-sale financial assets Equity instruments Fixed income instruments Other investments Item Total Current assets Total 590,894 198,340 392,554 1,347,053 509,180 837,873 929,935 355,320 574,615 597,223 146,486 450,737 1,527,158 501,806 1,025,352 257,107 66,087 100,280 90,740 4,395 863 3,532 261,502 66,087 101,143 94,272 337,905 38,970 199,906 99,029 213,157 209,072 4,085 551,062 38,970 408,978 103,114 - - - - 1,116 1,116 1,116 1,116 1,013,266 595,289 1,608,555 1,267,840 811,496 2,079,336 Derivative financial instruments Cash flow hedges Total Balance at 31 Dec 2008 Non-current assets LOANS AND RECEIVABLES Loans Loans refer entirely to amounts due from Group companies, and break down as follows: Non-current portion: • 295,000 thousand euros relating to two loans issued to Poste Vita SpA, in order to bring the subsidiary’s capitalisation into line with the growth in premium income, in compliance with the specific regulations governing the insurance sector. This lending consists of a subordinated loan of 250,000 thousand euros disbursed on 18 April 2008 and a subordinated loan with a term to maturity of up to 7 years of 45,000 thousand euros disbursed on 12 May 2005; • 15,840 thousand euros relating to three 5-year loans (6,000, 1,440 and 8,400 thousand euros, respectively), repayable in six-monthly instalments paid in arrears, granted to Postel SpA on 31 March 2008, 30 September 2008 and 20 May 2009, in order to fund the purchase of capital goods. Current portion: • 146,550 thousand euros in short-term loans and overdrafts on intercompany current accounts granted to subsidiaries, paying interest on an arm’s length basis, as described in table 8.2, and including accrued interest income of 133 thousand euros; • 50,000 thousand euros relating to a subordinated loan granted to Poste Vita SpA, in order to bring the subsidiary’s capitalisation into line with the growth in premium income, in compliance with the specific regulations governing the insurance sector. This loan, disbursed on 29 December 2003, matures in 2010; • 1,790 thousand euros in interest accrued at 31 December 2009 on loans to the subsidiaries, Poste Vita SpA and Postel SpA, accounted for in the non-current portion above. Poste Italiane | Annual Report Notes to the financial statements 279 8.2 - Current portion of loans and receivables Balance at 31 Dec 2009 Item Direct subsidiaries Mistral Air Srl Poste Vita SpA Postel SpA SDA Express Courier SpA Accrued interest on non-current loans Total Balance at 31 Dec 2008 Loans C/a overdrafts Total Loans C/a overdrafts Total 50,000 5,280 25,133 80,413 4,671 74,158 37,308 116,137 4,671 50,000 79,438 62,441 196,550 2,880 20,082 22,962 3,491 88,264 27,471 119,226 3,491 91,144 47,553 142,188 1,790 - 1,790 4,298 - 4,298 82,203 116,137 198,340 27,260 119,226 146,486 Receivables Receivables break down as follows: 8.3 - Receivables Balance at 31 Dec 2009 Item Due from parent repayment of loans accounted for in liabilities repayment of interest on loan (Law 887/84) interest on Poste Italiane SpA’s liquidity repayment of sums in dormant accounts Due from buyers of service accommodation Non-current assets Current assets 436,413 Balance at 31 Dec 2008 Total Non-current assets Current assets Total 333,087 769,500 565,518 340,030 905,548 436,413 309,502 745,915 565,518 298,190 863,708 - 11,665 11,665 - 29,434 29,434 - 7,838 7,838 - 12,406 12,406 - 4,082 4,082 - - - 8,906 - 8,906 9,097 - 9,097 Due from overseas postal operators for international money orders - 3,807 3,807 - 3,665 3,665 Due from others - 56,337 56,337 - 107,719 107,719 Provisions for doubtful receivables Total - (677) (677) - (677) (677) 445,319 392,554 837,873 574,615 450,737 1,025,352 At 31 December 2009 the fair value of receivables, totalling 745,915 thousand euros, due from the parent, the MEF, as repayment of loans accounted for in liabilities, amounts to 777,094 thousand euros. At 31 December 2008 the fair value of this item, which at the time had a carrying amount of 863,708 thousand euros, was 878,377 thousand euros. The carrying amount of the other receivables in this category approximates to fair value. Receivables due from the parent, the MEF, amounting to 769,500 thousand euros, primarily regard a receivable of 745,915 thousand euros relating to the residual principal to be repaid on loans accounted for in liabilities, and which, in accordance with the laws that authorised the relevant loans, are to be repaid by the parent. This receivable is represented by the amortised cost 12 of a receivable with a face value of 822,138 thousand euros, which is expected to be collected by 2016. 12. The amortised cost of the non-interest bearing receivable in question was calculated on the basis of the present value obtained using the risk-free interest rate applicable at the date from which the incorporation of Poste Italiane SpA took effect (1 January 1998). The receivable is thus increased each year by the amount of interest accrued and reduced by any amouts collected. Financial statements 280 During 2009 the Company collected receivables with a face value of 149,565 thousand euros and estimated accrued finance income on the present value of the receivables to be 31,772 thousand euros. On the basis of the laws referred to below, these receivables are non-interest-bearing as they relate to loans for which only the principal is to be repaid by the government, with the exception of the loan linked to Law 887/84 13. The face value of these receivables is as follows. Legislation Law Law Law Law 227/75 (mechanisation of PO services) 39/82 (subsequent changes to PO services) 887/84 41/86 Total Face value of receivable 25,772 478,843 315,277 2,246 822,138 Such items represent repayments of loans formerly disbursed by Cassa Depositi e Prestiti, in accordance with the above laws, to the former Post and Telecommunications Office in order to fund investment between 1975 and 1993. On conversion of the former Public Entity into a joint-stock company, the accounts payable to Cassa Depositi e Prestiti (the provider of the loans) and the accounts receivable from the parent, the MEF, to which the relevant laws assigned the burden of repayment, were posted in the accounts. Poste Italiane SpA is liable for interest expense through to full repayment of the loans. The difference of 155,237 thousand euros between the face value of the receivable and the face value of the liability of 666,901 thousand euros (note 22.2), which corresponds to the amortised cost, is due to repayment of the principal falling due in 2009, which was collected in full in February 2010. Receivables due from the parent, the MEF, also include: • receivables of 11,665 thousand euros relating to interest on the loan granted under Law 887/84 accruing in 2009, which was acknowledged by the parent, the MEF, at the same time as collection in February 2010; • receivables of 7,838 thousand euros due as accrued interest on the deposit of Poste Italiane SpA’s liquidity with the MEF in 2009; • 4,082 thousand euros for amounts returned to customers holding dormant accounts, the balances of which had previously been paid into a specific fund set up by the MEF, pursuant to Presidential Decree 116/2007. As envisaged by MEF Circular 11439 of 13 February 2009, the Parent Company, which has advanced the sums claimed to customers, will apply to the Ministry for reimbursement during 2010. Amounts due from others, totalling 56,337 thousand euros, include: • guarantee deposits, totalling 55,660 thousand euros, accounted for by the Parent Company in current assets and established during the year in favour of counterparties with whom the Company has executed asset swap transactions (with collateral provided by a specific Credit Support Annex) as part of its cash flow hedge policy for BancoPosta (note 14.4); • 677 thousand euros resulting from early termination of two Interest Rate Swaps carried out by the Company in accordance with the related contracts terms. This amounts has been fully written down following the counterparty’s declaration of bankruptcy in September 2008. 13. Interest was originally to be paid on this loan, but payments were suspended between 2001 and 2006, as a result of changes to the government’s budget. Interest accrued to 31 December 2008 was, instead, paid to Poste Italiane SpA from 2007. Poste Italiane | Annual Report Notes to the financial statements 281 AVAILABLE-FOR-SALE FINANCIAL ASSETS Available-for-sale financial assets break down as follows: 8.4 - Available-for-sale financial assets Item Balance at 31 Dec 2009 Equity instruments Fixed income instruments Fiduciary deposits Mutual investment funds Other investments Balance at 31 Dec 2008 66,087 101,143 38,970 408,978 91,001 3,271 100,476 2,638 Total 94,272 103,114 261,502 551,062 The following changes took place during the year: 8.5 - Changes in available-for-sale financial assets 2009 2008 Fixed Equity income Other Note instruments instruments instruments Balance at 1 January Additions/Disbursements Fair value gains and losses through Equity Fair value gains and losses through profit or loss Change in amortised cost Accrued income Reductions/settlement of accrued income [19.1] Balance at 31 December 38,970 54 408,978 100,000 24,725 498 (7,656) 2,338 - (50) 863 261 66,087 Fixed Equity income Other Total instruments instruments instruments 103,114 551,062 - 100,054 Total 74,125 285 500,464 105,600 179,725 - 500,749 17,567 (7,954) 165 (2,611) (10,400) 2,338 (50) 1,124 - (229) 8,642 (409,146) (1,447) (410,593) (27,486) (100,064) (1,322) (128,872) 101,143 94,272 261,502 38,970 408,978 103,114 551,062 1,447 (229) 10,089 Equity instruments Equity instruments include: • 60,808 thousand euros relating to the fair value of 350,628 class B shares in MasterCard Incorporated (at 31 December 2008, 350,628 shares with a fair value of 34,134 thousand euros). In accordance with the issuer’s memorandum of association, the class B shares are convertible into class A shares, which are quoted on the New York Stock Exchange, at an exchange ratio of one for one from May 2010. During the year Poste Italiane SpA carried out forward sales of 150,000 shares in its portfolio, with settlement in 2010, with further forward sales of 50,000 shares carried out in early 2010 (note 8.6); • 4,500 thousand euros regarding the historical cost of the Company’s 15% interest in Innovazione e Progetti ScpA, the value of which is unchanged with respect to the previous year; • 662 thousand euros relating to the fair value of 11,144 class C shares in Visa Incorporated (at 31 December 2008: 11,144 shares with a fair value of 273 thousand euros). In accordance with the issuer’s memorandum of association, the class C shares are non-transferable and are convertible into class A shares, which are quoted on the New York Stock Exchange, at an exchange ratio of one for one from March 2011; Financial statements 282 • 117 thousand euros regarding the historical cost of the 8.637% interest in Eurogiro Holding A/S (at 31 December 2008: an interest of 9.091% with a value of 63 thousand euros). During the year Poste Italiane SpA took part in the company’s capital increase, which resulted in an enlargement of the shareholder base. Fixed income instruments This item regards fixed income instruments with a value of 101,143 thousand euros purchased by the Parent Company and issued by Cassa Depositi e Prestiti SpA, via a private placement, with a face value of 100,000 thousand euros. The instruments held in portfolio at 31 December 2008 (408,978 thousand euros) were redeemed in full at maturity. Other investments Other investments regard: • A fiduciary deposit with a face value of 107,500 thousand euros, established in 2002 and expiring on 5 July 2012, and paying interest at a floating rate: the fair value of the fiduciary deposit at 31 December 2009 is 91,001 thousand euros (100,476 thousand euros at 31 December 2008). The deposit was established when the official rating was assigned to Poste Italiane SpA and represents liquidity reserves designed to guarantee Poste Italiane SpA’s bondholders and provide the rating agencies with a basis for their analysis 14. At 31 December 2009 approximately 74% of the deposit is held as liquidity, with the remainder invested in bonds. The Company has an option on the deposit which, in the event of exercise, guarantees the recovery of approximately 84% of the face value. In addition, the depositor has entered into credit derivatives, where protection from certain issuers’ credit risk has been sold to third parties, with a notional value of 75 million euros. • Units of equity mutual funds with a fair value of 3,271 thousand euros (2,638 thousand euros at 31 December 2008). DERIVATIVE FINANCIAL INSTRUMENTS Changes in derivatives receivable and payable are as follows: 8.6 - Changes in derivative financial instruments 2009 Balance at 1 January Fair value gains and losses Differentials due Balance at 31 December of which: Derivative assets Derivative liabilities 2008 Note Cash flow hedges Fair value hedges Fair value through profit or loss [19.1] [22.6] (2,265) 4,099 (1,834) (2,331) - - (2,265) 1,768 (1,834) 2,398 (1,401) (3,262) 12,419 (12,419) - (2,331) - (2,331) (2,265) - - (2,265) - (2,331) - (2,331) 1,116 (3,381) - - 1,116 (3,381) [8.1] [22.1] Total Cash flow hedges Fair value through Fair value profit or hedges loss Total 5,460 7,858 2,033 13,051 (7,493) (23,174) 14. The initial deposit (215,000 thousand euros) was calculated in 2002 based on the level of borrowing costs generated in a calendar year on Poste Italiane SpA’s debt. In response to the subsequent reduction in borrowing costs, the face value of the investment has been progressively reduced by 107,500 thousand euros. In addition to guaranteeing a return, the deposit aims to provide additional assurances to the market and rating agencies. The establishment of the deposit in 2002 helped Poste Italiane SpA receive ratings that resulted in benefits in terms of borrowing costs Poste Italiane | Annual Report Notes to the financial statements 283 CASH FLOW HEDGES These hedges regard plain vanilla swaps, by which floating rates are exchanged for fixed rates. Changes in fair value15 during the year and the value of accrued differentials reported in table 8.6 regard: • seven Interest Rate Swaps (IRSs) expiring on 15 September 2009. These swaps, with a notional amount of 295 million euros, were executed to hedge interest payments on the EIB loan of 400 million euros extinguished on maturity on 15 September 2009 (note 22.3); • an Interest Rate Swap (IRS) expiring on 30 July 2009. The swap was executed to hedge cash inflows from fixed income securities with a face value of 100 million euros, redeemed by the issuer on 30 July 2009. Fair value hedges The balance of liabilities consists of: • 1,527 thousand euros representing the fair value of two forward sale contracts, with settlement on 30 April 2010, regarding 150,000 class B shares in Mastercard Incorporated executed on 9 November and 2 December 2009 to hedge the exposure of these shares to price risk; • 804 thousand euros representing the fair value of two forward sale contracts for US dollars executed on 9 November and 7 December 2009 to hedge the sale price of the above 150,000 shares. In early 2010 the Company agreed further forward sales of 50,000 class B shares in Mastercard Incorporated, settled on 30 April 2010. Foreign currency hedges were also executed in this regard. 9 - DEFERRED TAXES The following table shows deferred tax assets and liabilities based on maturity: 9.1 - Deferred taxes Item Deferred tax assets Deferred tax liabilities Total Balance at 31 Dec 2009 Balance at 31 Dec 2008 550,164 (345,634) 553,770 (231,816) 204,530 321,954 The nominal tax rates are 27.5% for IRES and 3.90% for IRAP (+/- 0.92% as a result of regional surtaxes and/or relief). The weighted average rate for the latter tax is 4.4%. Changes in deferred tax assets and liabilities are shown below: 9.2 - Changes in deferred tax assets and liabilities Item Balance at 1 January Deferred tax income/(expenses) recognised in profit or loss Deferred tax income/(expenses) recognised in Equity Direct transfers to current tax assets Balance at 31 December 2009 2008 321,954 78,675 (169,988) (26,111) 150,027 236,057 (64,130) - 204,530 321,954 The balance of deferred tax assets and liabilities recognised in profit and loss in the year under review includes non-recurring income deriving from recalculation by the Parent Company and certain subsidiaries of deferred taxes, as a result of the 15. The fair value of these derivative instruments is based on the present value of expected cash flows deriving from the differentials to be swapped. Financial statements 284 realignment of the tax bases of assets and liabilities and their carrying amounts, as provided for by article 15 of the so-called Decreto Anticrisi (Legislative Decree 185) of 29 November 2008, as described more fully in note 35. The balance of deferred tax assets and liabilities recognised in Equity consists of the tax effects of the change in reserves described in note 19.1. The following table shows a breakdown of changes in deferred tax assets and liabilities according to principal event that generated the movement: 9.3 - Changes in deferred tax assets Investment property Financial assets and liabilities Accum. adjustments to assets Balance at 1 January 2008 Deferred tax income/(expenses) recognised in profit or loss Deferred tax income/(expenses) recognised in Equity 16,483 132,489 (2,955) (10,152) - (7,059) - - - - Balance at 31 December 2008 13,528 115,278 111,318 247,890 27,095 35,839 32 3,486 14,822 8 (24,352) (5,952) (27) (378) (4,944) (2,298) Item Deferred tax income/(expenses) recognised in profit or loss (238) Deferred tax income/(expenses) recognised in profit or loss on realignment Deferred tax income/(expenses) recognised in Equity Balance at 31 December 2009 13,290 Provisions Trade and other receivables Staff costs 85,090 169,490 33,108 33,196 26,228 78,400 (6,013) 2,643 7,120 - - - - 116,478 114,777 262,334 22,159 9,189 Other Total 23 469,879 2,799 90,950 - (7,059) 2,822 553,770 9,115 2,873 - (13,599) - 7,120 11,937 550,164 Deferred tax assets represent the benefit expected to derive from reduced future tax charges due to temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. They primarily reflect the expected benefit of the future deductibility of certain provisions for liabilities (262,334 thousand euros), of adjustments to assets (114,777 thousand euros), of the impairment and discounting of trade receivables (22,159 thousand euros), of accumulated depreciation of investment property (13,290 thousand euros), and of amounts due to staff (9,189 thousand euros). Deferred tax assets also reflect temporary differences arising between the tax bases of financial assets and liabilities and their carrying amounts, as a result of application of IAS 39 (116,478 thousand euros). 9.4 - Changes in deferred tax liabilities Deferred gains Discounted staff termination benefits Other Total 55,863 19,997 75,982 1,530 319,852 302 (221) (1,259) (5,560) (1,530) 441 - 96,819 - (26,111) - 70,708 (23,483) - - (17,629) - (145,548) - - - (13,637) - (13,637) - 152,461 18,738 13,045 - 231,816 Intangible assets Financial assets and liabilities 143,299 23,181 8,709 Deferred tax expenses/(income) recognised in Equity Deferred tax expenses/(income) recognised in profit or loss (franking of off-book deductions) (104,436) Deferred tax expenses/(income) recognised in Equity (franking of off-book deductions) - Item Balance at 1 January 2008 Deferred tax income/(expenses) recognised in profit or loss Balance at 31 December 2008 Property, plant and equipment 47,572 Deferred tax income/(expenses) recognised in profit or loss 4,163 Deferred tax income/(expenses) recognised in profit or loss on realignment (46,887) Deferred tax income/(expenses) recognised in Equity Direct transfers to current tax assets - - 205 (7,604) 5,156 - 1,920 - (122) 177,108 - - (44,312) 26,111 - (91,321) 177,108 26,111 Balance at 31 December 2009 - 329,652 11,134 - - 345,634 Poste Italiane | Annual Report 4,848 Notes to the financial statements 285 Deferred tax liabilities reflect the benefit obtained as the result of a lower current tax charge due to temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. These liabilities primarily refer to taxable temporary differences arising between the tax bases of financial assets and liabilities their carrying amounts, as a result of application of IAS 39 (329,652 thousand euros). The increase during 2009 is due to changes in the fair value reserve described in note 19.1. Deferred tax liabilities also derive from taxable temporary differences between the tax bases and carrying amounts of property, plant and equipment (4,848 thousand euros), and from the deferral of gains (11,134 thousand euros). At 31 December 2009 and 2008 deferred tax assets and liabilities recognised directly in Equity are as follows: 9.5 - Deferred tax assets and liabilities recognised in Equity Increases/(Decreases) in Equity 2009 2008 Item Fair value reserve for available-for-sale financial assets Cash flow hedge reserve for hedging derivatives Actuarial gains/(losses) on staff termination benefits in 2008 Actuarial gains/(losses) on staff termination benefits from franking of off-book deductions in previous years (171,057) 1,069 - (75,138) (28,740) 26,111 - 13,637 Total (169,988) (64,130) From 2009 actuarial gains or losses accruing on staff termination benefits within the limits established by tax regulations give rise to the recognition of current taxes accounted for directly in Equity. For this reason, as described in notes 9.2 and 9.4, a portion of the reduced charge for deferred tax expenses in 2008, amounting to 26,111 thousand euros, deriving from the Company’s actuarial losses for that year, was recognised in 2009 as a direct reduction in current tax expenses paid. Current tax expenses on actuarial gains on staff termination benefits for 2009 amount to 13,709 thousand euros. As a result, the total tax charge accounted for in Equity is 183,697 thousand euros. 10 - OTHER NON-CURRENT ASSETS 10.1 - Other non-current assets Item Note Balance at 31 Dec 2009 Long-term portion of trade receivables due from Public Sector entities [11.2] Balance at 31 Dec 2008 254,315 281,169 Long-term portion of receivables due from staff under fixed-term contracts settlement of 2006 43,758 65,975 Long-term portion of receivables due from staff under fixed-term contracts settlement of 2008 140,843 90,428 Long-term portion of receivables due from IPOST under fixed-term contracts settlements of 2006-2008 51,384 - Provisions for doubtful debts due from staff (2,189) (2,189) 233,796 154,214 Third-party deposits in Postal Savings Books registered in the name of Poste Italiane SpA 3,101 3,248 Guarantee deposits paid to suppliers 2,954 3,123 494,166 441,754 Total Financial statements 286 Trade receivables are described in note 11. The long-term portion of receivables due from staff under fixed-term contracts settlements consists of salaries and the relevant contributions to be recovered following the agreements of 13 January 2006 and 10 July 2008 between Poste Italiane SpA and the labour unions, regarding the re-employment by court order of staff previously employed on fixed-term contracts. As shown in the following table, these receivables regard the total residual present value of amounts due from staff and the pension fund, IPOST, at 31 December 2009, totalling 302,937 thousand euros (after provisions for doubtful debts). Amounts due from staff are recoverable in the form of variable instalments, the last of which is due in 2029. Under an agreement reached with IPOST on 23 December 2009, contributions are to be recovered in straight-line six-monthly instalments, the last of which is due in 2014. 10.2 - Receivables due from staff under fixed-term contracts settlement Balance at 31 Dec 2009 Item Non-current assets Current assets Balance at 31 Dec 2008 Total Face value Non-current assets Current assets Total Face value Receivables due from staff under agreement of 2006 (1) Receivables due from staff under agreement of 2008 (2) Receivables due from IPOST (3) Provisions for doubtful debts 43,758 16,375 60,133 66,974 65,975 19,701 85,676 96,883 140,843 51,384 (2,189) 38,923 13,843 - 179,766 65,227 (2,189) 213,159 69,215 90,428 (2,189) 64,565 - 154,993 (2,189) 176,889 - Total 233,796 69,141 302,937 154,214 84,266 238,480 (1) (2) (3) Discounted on the basis of the forward interest rate curve for government securities in issue at 30 June 2006. Discounted on the basis of the forward interest rate curve for government securities in issue at 31 December 2008 in the case of individual agreements entered into in 2008, and on the basis of the forward interest rate curve for government securities in issue at 30 June 2009 for individual agreements entered into in the first half of 2009. Discounted on the basis of the forward interest rate curve for government securities in issue at 31 December 2009. The current portion of 69,141 thousand euros is accounted for in Other current receivables and assets (note 13). 11 - TRADE RECEIVABLES Trade receivables break down as follows: 11.1 - Trade receivables Balance at 31 Dec 2009 Item Customers Subsidiaries Associates Parents Total Poste Italiane | Annual Report Non-current assets Current assets 254,315 254,315 2,569,988 271,101 153 1,124,197 3,965,439 Balance at 31 Dec 2008 Total Non-current assets Current assets Total 2,824,303 271,101 153 1,124,197 4,219,754 281,169 281,169 2,179,752 250,493 45 903,515 3,333,805 2,460,921 250,493 45 903,515 3,614,974 Notes to the financial statements 287 CUSTOMERS These items break down as follows: 11.2 - Customers Balance at 31 Dec 2009 Non-current assets Current assets Cassa Depositi e Prestiti Overseas correspondents Ministries and public entities Users of telegraphic services Unfranked mail delivered on behalf of third parties Lease rentals due Other trade receivables Provisions for doubtful debts due from customers 254,315 - Total Item Balance at 31 Dec 2008 Total Non-current assets Current assets Total 938,601 232,337 1,020,698 45,252 938,601 232,337 1,275,013 45,252 281,169 - 755,381 250,354 914,645 46,811 755,381 250,354 1,195,814 46,811 - 146,734 13,860 409,510 146,734 13,860 409,510 - 134,435 14,744 317,529 134,435 14,744 317,529 - (237,004) (237,004) - (254,147) (254,147) 254,315 2,569,988 2,824,303 281,169 2,179,752 2,460,921 Cassa Depositi e Prestiti This regards 918,045 thousand euros in accrued fees for the management of postal savings accounts in 2009, with the remainder regarding previous years. Overseas correspondents 231,506 thousand euros regards amounts due from overseas correspondents for postal services carried out on behalf of overseas postal operators, whilst 831 thousand euros derives from international telegraphic services. Ministries and government entities These items regard amounts due from the following entities: • Cabinet Office - Publishing department: 750,643 thousand euros, corresponding to a face value of 801,136 thousand euros, relating to publisher tariff subsidies for the financial years from 2001 to 2009. The receivable is accounted for at its present value to take account of the time it is expected to take to collect the amount due in accordance with the regulations in force and the information available. For this reason, the sum of 254,315 thousand euros (corresponding to a face value of 304,809 thousand euros) is classified in Other non-current assets (note 10.1). In accordance with a specific Cabinet Office Decree issued in 2009, the collection of 44,449 thousand euros has been further postponed and is now to be paid over the next seven years, resulting in recognition of a loss of 4,431 thousand euros as an effect of further discounting of the sum due; • 79,006 thousand euros due from INPS, including 73,979 thousand euros due for the payment of pensions and attributable entirely to 2009; • 72,250 thousand euros due from the tax authorities, primarily deriving from the postage of unfranked mail (17,247 thousand euros), the collection of tax returns (14,771 thousand euros), integrated mail services (11,726 thousand euros), the collection of Government taxes (9,028 thousand euros), and the payment of tax rebates (8,029 thousand euros); • 54,958 thousand euros due from the Ministry for Economic Development, including 51,232 thousand euros as reimbursement of the costs associated with the management of property, vehicles and security (including 3,213 thousand euros in amounts accrued during the year); • 44,734 thousand euros payable by the Ministry of Justice, primarily for the delivery of legal process (23,352 thousand euros) and for the payment service for legal system expenses (19,229 thousand euros); Financial statements 288 • 35,353 thousand euros due from the Ministry of Internal Affairs, including 17,704 thousand euros as payment for the franking of mail on credit and 17,649 thousand euros for integrated notification services; • 28,561 thousand euros due from the Municipality of Rome for the delivery of legal process; • 15,665 thousand euros due from the Municipality of Milan, primarily for the delivery of legal process; • 15,367 thousand euros due from Lazio Regional Authority, primarily for the delivery of legal process. Users of telegraphic services These receivables regard telegrams ordered by telephone (34,196 thousand euros) and other telegraphic services (11,056 thousand euros). Unfranked mail delivered on behalf of third parties This item regards receivables deriving from the delivery of unfranked mail on behalf of third parties, primarily regarding bulk mail. As with the pre-existing Hybrid E-mail service, collection of these receivables is delegated to the authorised agents who provide the service. Lease rentals due These receivables primarily derive from the lease of commercial and residential properties, and of units housing canteens and bars. Other trade receivables Other trade receivables primarily include the following items: • fees and charges due from current account holders, totalling 145,158 thousand euros; • receivables deriving from the sale of insurance and banking products, and from personal loans, overdrafts and mortgages disbursed on behalf of third parties (120,158 thousand euros); • receivables deriving from unfranked mail on own behalf (37,886 thousand euros); • receivables deriving from parcel post operations (18,057 thousand euros); • receivables deriving from the distribution of telephone directories (12,277 thousand euros). Provisions for doubtful debts Changes in provisions for doubtful debts are as follows: 11.3 - Changes in provisions for doubtful debts Item Overseas postal operators Public Sector entities Private customers Balance at Net Deferred 1 Jan 2008 provisions revenues Balance at Net Deferred Uses 31 Dec 2008 provisions revenues Balance at Uses 31 Dec 2009 For overdue interest 6,646 125,836 71,042 203,524 4,438 46,362 (1,583) 44,779 2,939 3,213 1,144 (3,417) 4,357 (3,417) - (2,473) 6,646 175,411 67,186 249,243 4,904 1,613 (23,558) 1,914 (20,031) 2,861 3,213 (1,426) 970 (701) 4,183 (2,127) - (2,029) 8,259 153,640 69,369 231,268 5,736 Total 207,962 47,718 4,357 (5,890) 254,147 (17,170) 4,183 (4,156) 237,004 Net provisions (releases of provisions) for doubtful debts are accounted for in the income statement in Other operating costs (note 33.1), or, if referring to receivables accruing during the year, via deferral of the related revenues. Provisions regarding amounts due from Public Sector entities regard amounts that may not be recoverable as a result of legislation restricting public spending, delays in payment and problems at debtor entities. A portion of these provisions, totalling 26,490 thousand euros, was released to the income statement in 2009, following collection of certain items originally held to be unrecoverable. Poste Italiane | Annual Report Notes to the financial statements 289 DIRECT AND INDIRECT SUBSIDIARIES Trade receivables due from subsidiaries are as follows: 11.4 - Trade receivables due from subsidiaries Name Direct subsidiaries BancoPosta Fondi SpA SGR CLP ScpA Consorzio per i Servizi di Telefonia Mobile ScpA Consorzio Poste Contact EGI SpA Mistral Air Srl Poste Energia SpA Poste Italiane Trasporti SpA Poste Link Scrl Poste Tributi ScpA Poste Tutela SpA Poste Vita SpA Poste Voice SpA Postecom SpA Postel SpA PosteMobile SpA PosteShop SpA SDA Express Courier SpA Indirect subsidiaries Address Software Srl Consorzio Poste Welfare Docutel SpA Italia Logistica Srl (1) Poste Assicura SpA PostelPrint SpA Uptime SpA (2) Total Balance at 31 Dec 2009 Balance at 31 Dec 2008 2,665 3,405 30 982 555 783 698 426 2,431 1,223 342 35,377 98 1,812 197,914 11,851 6,491 2,944 9,452 2,817 30 839 496 319 654 270 4,032 724 359 42,340 88 757 169,821 10,952 3,065 1,968 21 1 823 63 166 - 3 25 9 1,122 62 249 40 271,101 250,493 Joint venture. (2) The related shareholder agreements expired in 2009, meaning that the company no longer qualifies as a joint venture, but that the Company continues to exert significant influence. (1) Trade receivables include: • Postel SpA (183,260 thousand euros), mainly relating to receivables deriving from the delivery of Bulk Mail by Poste Italiane SpA and collected by the subsidiary; • Poste Vita SpA (33,634 thousand euros), largely regards fees deriving from the sale of insurance policies through Poste Italiane SpA’s post offices. ASSOCIATES This item amounts to 153 thousand euros and refers to the indirect associate, Docugest SpA. Financial statements 290 PARENTS Amounts receivable entirely regard trade receivables due from the Ministry of the Economy and Finance. The following table shows a breakdown: 11.5 - Trade receivables due from parents Item Balance at 31 Dec 2009 Balance at 31 Dec 2008 841,503 201,778 109,064 36,322 6,026 6,734 (77,230) 469,673 343,157 60,233 56,037 6,950 21,484 (54,019) 1,124,197 903,515 Universal Service Remuneration of current account deposits Publisher tariff and electoral subsidies Payment for delegated services Payment for distribution of euro coins Other Net provisions for doubtful debts due from parents Total Universal Service subsidies include 371,830 thousand euros representing the amount accrued during 2009, 363,646 thousand euros referring to the amount accrued in 2008, and 33,642, 63,722 and 8,663 thousand euros regarding residual amounts accrued in 2007, 2006 and 2005. Whilst awaiting finalisation of a number of addenda to the Contratto di Programma (Planning Agreement) for the period 2006-2008 dated 17 September 2008, and due to restrictions on public spending, no amounts in the form of Universal Service subsidies were collected in 2009. The remuneration of current account deposits refers entirely to amounts accruing in 2009 and almost entirely regards the deposit of funds deriving from accounts opened by Public Sector entities. Electoral subsidies include 67,441 thousand euros accruing in 2009, with the remainder attributable to previous years. At 31 December 2009 these receivables have not been budgeted for by the Government. Payments for delegated services regard fees for treasury services carried out on behalf of the State under the recently renewed Agreement with the MEF. 28,350 thousand euros regards amounts accruing in 2009, which 7,972 thousand euros regards the residual amount due for 2008 and 2007. Payment due for the distribution of euro coins includes 6,026 thousand euros for the supply and delivery of euro converters, carried out at the time on behalf of the Cabinet Office. As in 2008, these receivables have not been budgeted for by the Government. Other receivables due from parents essentially refer to the transport and franking of mail on credit and services linked to the “Social Card”. 11.6 - Changes in provisions for doubtful debts Item Provisions for doubtful debts Balance at Deferred 1 Jan 2008 Provisions revenues 7,874 46,145 - Uses Balance at 31 Dec 2008 Provisions - 54,019 23,211 Deferred Balance at revenues Uses 31 Dec 2009 - - 77,230 As in 2008, provisions for doubtful debts due from parents take account, overall, of the potential impact of legislation and other policies regarding the government’s management of the public finances, which could make it difficult to collect receivables recognised on the basis of legislation, contracts and agreements in force at the time of recognition. The provisions reflect the best estimate of unrecoverable amounts in view of the fact that these receivables have not been budgeted for by the government and based on the related financial effects. Poste Italiane | Annual Report Notes to the financial statements 291 12 - CURRENT TAX ASSETS A breakdown is as follows: 12.1 - Current tax assets Item Balance at 31 Dec 2009 Balance at 31 Dec 2008 IRES credits Credit due to claim for IRES rebate 37,702 3,594 26,987 Total 37,702 30,581 Under IAS 12 – Income taxes, IRES and IRAP credits are accounted for less the corresponding Current tax liabilities, given that they are taxes applied by the same tax authority to the same taxable entity, which has a legally enforceable right to offset and intends to exercise this right. The credit due to a claim for an IRES rebate not offset at 31 December 2009, totalling 37,702 thousand euros (including 1,416 thousand euros deriving from the tax consolidation arrangement), refers to excess taxation paid by the Company as a result of the non-deductibility of 10% of IRAP between 2004 and 2007. The right to a rebate of 26,987 thousand euros for the period 2004-2006 was recognised in 2008, as the specific claim filed previously was upheld pursuant to art. 6 of the Law Decree of 29 November 2008, converted into Law 2 of 28 January 2009. The right to a rebate of a further 10,715 thousand euros (including 445 thousand euros deriving from the tax consolidation arrangement) was recognised in 2009 following submission of a claim for 2007. 13 - OTHER CURRENT RECEIVABLES AND ASSETS These items break down as follows: 13.1 - Other current receivables and assets Name Prepaid taxes Receivables due from others Provisions for doubtful debts due from others Other amounts due from subsidiaries Accrued income and prepaid expenses from trading transactions Total Balance at 31 Dec 2009 Balance at 31 Dec 2008 232,186 339,860 (130,878) 1,086 3,951 203,206 317,022 (110,867) 1,989 3,437 446,205 414,787 PREPAID TAXES These primarily include 226,958 thousand euros in advances that the Company has paid to the tax authorities, including 188,810 thousand euros in stamp duty to be paid in virtual form in 2010, and 38,148 thousand euros as withholding tax on interest paid to current account holders for 2009. RECEIVABLES DUE FROM OTHERS These primarily regard: • 92,379 thousand euros (69,574 thousand euros at 31 December 2008) payable to BancoPosta by the heirs of INPS pensioners, following the collection of pension payments after the death of the pensioners concerned; Financial statements 292 • 69,141 thousand euros (84,266 thousand euros at 31 December 2008) relating to the current portion of the receivable described in note 10.2 relating to pay and contributions and due from staff previously employed on fixed-term contracts, who have been subsequently re-employed after acceptance of the union agreements of 13 January 2006 and 10 July 2008; • 63,158 thousand euros deriving from the recharging of third-party postal current account holders of stamp duty paid by the Company in virtual form in accordance with existing legislation (63,157 thousand euros at 31 December 2008); • amounts to be recovered by BancoPosta from the holders of postal savings books, totalling 14,929 thousand euros (16,530 thousand euros at 31 December 2008), due to transactions in the process of being settled; • 13,079 thousand euros in amounts stolen from the Company in December 2007 as a result of an attempted fraud. This amount is currently held by an overseas bank and may only be recovered once completion of the necessary legal formalities enables it to be released and returned to Poste Italiane SpA. The estimated time it will take to collect this receivable was taken into account when updating provisions for doubtful debts for 2009; • 12,327 thousand euros (22,694 thousand euros at 31 December 2008) due from ministries and Government entities in the form of pay and contributions for personnel seconded to them by Poste Italiane SpA16. PROVISIONS FOR DOUBTFUL DEBTS DUE FROM OTHERS Changes in provisions for doubtful debts are as follows: 13.2 - Changes in provisions for doubtful debts due from others Balance at 1 Jan 2008 Provisions Uses Balance at 31 Dec 2008 Provisions Uses Balance at 31 Dec 2009 Sundry receivables attributable to BancoPosta Public Sector entities for sundry services Other 68,685 20,325 10,480 17,437 (6,779) 737 (18) - 86,104 13,546 11,217 21,374 (2,095) 902 (170) - 107,308 11,451 12,119 Total 99,490 11,395 (18) 110,867 20,181 (170) 130,878 Item Provisions for sundry receivables attributable to BancoPosta regard amounts that the Company is expected to have difficulty in recovering from private customers for transactions to be settled. Provisions for amounts due from Public Sector entities regard accrued payments for the Parent Company’s staff seconded to ministries and Public Sector entities. A portion of these provisions was released to the income statement in 2009, following collection of certain items originally held to be unrecoverable. OTHER AMOUNTS DUE FROM SUBSIDIARIES Other amounts due from parents break down as follows: 13.3 - Other amounts due from subsidiaries Name Balance at 31 Dec 2009 Balance at 31 Dec 2008 1,075 11 1,978 11 Direct subsidiaries EGI SpA PosteShop SpA Indirect subsidiaries PostelPrint SpA Total - - 1,086 1,989 This item includes IRES of 1,007 thousand euros payable by EGI SpA to Poste Italiane SpA as the consolidating entity for the tax consolidation arrangement, in addition to other residual items. 16. During 2009 the number of seconded staff gradually fell from 24 at 1 January to 18 at 31 December. Poste Italiane | Annual Report Notes to the financial statements 293 14 - ASSETS AND LIABILITIES ATTRIBUTABLE TO BANCOPOSTA These items refer to the balances of financial transactions carried out by the Company pursuant to Presidential Decree 144/2001. In particular, these transactions regard management of the liquidity deposited in postal current accounts, carried out under the BancoPosta name, but subject to restrictions on the investment of such liquidity in compliance with the applicable legislation. The transactions also regard the management of collections and payments in the name and on behalf of third parties. These include the collection of postal savings (savings books and savings certificates), carried out on behalf of Cassa Depositi e Prestiti and the MEF, and services delegated by Public Sector entities. Among other things, these transactions involve the use of cash advances from the Italian Treasury and the recognition of receivables awaiting financial settlement. The specific agreement with the MEF, which was renewed by Ministerial Decree on 18 June 2009 and is valid until 31 December 2010, requires BancoPosta, from 1 July 2009, to provide daily statement of cash flows, with a delay of one bank working day with respect to the transaction date. Until 30 June 2009, under the previous agreement the delay was 3 working days. The liquidity deriving from current account deposits by Public Sector entities must be invested with the MEF and is remunerated at a floating rate in accordance with the specific agreement with the MEF approved by Ministerial Decree on 7 April 2009 and valid until 31 December 2010. This agreement applies the European Commission’s Decision of 16 July 2008. In compliance with the 2007 Budget Law, with effect from 2007 the Company is required to invest the funds raised from deposits paid into postal current accounts by private customers in euro area government securities. The above agreement with the MEF for treasury services, which was renewed on 18 June 2009, has confirmed that a limited portion of the funds deriving from deposits paid into postal current accounts by private customers may be invested in a specific account held at the MEF (the so-called Buffer Account). This is done with the aim of ensuring a certain flexibility with regard to investments in view of daily movements in amounts payable to current account holders. These deposits are remunerated at a rate equal to the average yield on Short-term Italian Treasury Certificates (BOT ) in the relevant six-month period. ASSETS ATTRIBUTABLE TO BANCOPOSTA These assets are shown less the Group’s liquidity (note 14.7) and include: 14.1 - Assets attributable to BancoPosta Item Balance at 31 Dec 2009 Balance at 31 Dec 2008 Investments in securities Derivative financial instruments Amounts due from the MEF Amounts due from the Italian Treasury Other receivables Cash and cash equivalents 28,458,973 40,969 8,320,632 839,808 706,910 2,660,696 26,765,256 67,352 6,336,538 2,775,665 1,434,826 2,319,734 Total assets attributable to BancoPosta Poste Italiane SpA’s own liquidity held in postal current accounts 41,027,988 (1,515,829) 39,699,371 (790,180) Total 39,512,159 38,909,191 Investments in securities This item regards investments in fixed income euro area government securities with a face value of 27,307,350 thousand euros, including 27,101,350 thousand euros invested in Italian government bonds, 115,000 thousand euros invested in French government bonds (“OAT ”) and 91,000 thousand euros invested in German government bonds. Financial statements 294 Investments break down as follows: 14.2 - Investments in securities Maturing within 12 months between 1 and 5 years over 5 years Total Face value 1,309,278 926,088 5,263,433 5,384,927 6,053,282 6,682,648 12,625,993 12,993,663 12,519,800 12,630,200 Balance at 31 December 2008 551,195 2,786,561 498,524 11,146,884 95,881 12,831,811 1,145,600 26,765,256 1,150,000 26,300,000 Held-to-maturity (HTM) (1) Available-for-sale (AFS) (2) Held for trading (FVPL) (3) Balance at 31 December 2009 1,320,679 1,322,486 104,021 2,747,186 5,423,361 5,777,388 11,200,749 6,543,072 7,967,966 14,511,038 13,287,112 15,067,840 104,021 28,458,973 13,114,650 14,092,700 100,000 27,307,350 Securities Held-to-maturity (HTM) (1) Available-for-sale (AFS) (2) Held for trading (FVPL) (3) HTM: Held to maturity. AFS: Available for sale. (3) FV vs. CE: Fair value rilevato a Conto economico (1) (2) The composition of this portfolio aims to replicate the financial structure of deposits paid into postal current accounts by private customers. Trend analysis for forecasting and prudential purposes is based on appropriate statistical models developed by a leading market player. An Asset & Liability Management system has been created to management the match between customer deposits and investments. Changes in investments in securities in 2008 and 2009 were as follows: 14.3 - Changes in investments in securities HTM AFS FVPL Total Face value Carrying amount Face value Fair value Face value Fair value Face value Carrying amount Balance at 31 December 2007 13,000,000 13,117,177 12,700,000 12,727,697 - - 25,700,000 25,844,874 Purchases 1,772,700 Sales (110,000) Redemptions (2,142,900) Transfers to Equity reserves Increase/(Decrease) in accrued income Changes in amortised cost Changes in fair value - 1,778,988 (113,837) (2,142,900) (15,263) (12,871) 14,699 - 7,229,400 (5,808,100) (1,491,100) - 7,247,463 (5,807,798) (1,491,100) 613 (9,337) 37,750 288,375 2,150,000 2,125,834 (1,000,000) (984,282) 936 3,112 11,152,100 (6,918,100) (3,634,000) - 11,152,285 (6,905,917) (3,634,000) (14,650) (21,272) 52,449 291,487 Balance at 31 December 2008 12,519,800 12,625,993 12,630,200 12,993,663 1,150,000 1,145,600 26,300,000 26,765,256 Purchases 3,220,850 Sales (1,326,000) Redemptions (1,300,000) Transfers to Equity reserves Increase/(Decrease) in accrued income Changes in amortised cost Changes in fair value - 3,281,112 (1,367,855) (1,300,000) 32,211 11,760 3,891 - 4,208,750 (1,835,000) (911,250) - 4,299,497 (1,883,985) (911,250) (15,778) (717) 34,430 551,980 2,923,750 2,928,565 (3,773,750) (3,770,351) (200,000) (200,000) 325 (118) 10,353,350 (6,934,750) (2,411,250) - 10,509,174 (7,022,191) (2,411,250) 16,433 11,368 38,321 551,862 Balance at 31 December 2009 13,114,650 13,287,112 14,092,700 15,067,840 27,307,350 28,458,973 Securities Poste Italiane | Annual Report 100,000 104,021 Notes to the financial statements 295 At 31 December 2009 the fair value of the held-to-maturity portfolio, accounted for at amortised cost, is 13,932,780 thousand euros (including 201,446 thousand euros in accrued daily interest payments). During the year under review the Company substituted investments in German Bunds with a face value of 338,000 thousand euros and in French OATs with a face value of 988,000 thousand euros with Italian Long-term Treasury Certificates (BTPs) with the same face value and residual term to maturity. The accounting treatment adopted complies with IAS 39. The fair value of the available-for-sale portfolio is 15,067,840 thousand euros (including 193,883 thousand euros in accrued daily interest payments). A fair value gain of 551,980 thousand euros was recorded during the period under review and recognised in the relevant Equity reserve. The following changes in Securities held for trading at fair value through profit or loss took place during the period. These transactions were executed with the primary aim of investing temporary spikes in deposits. In particular: • spot purchases with a face value of 1,965,000 thousand euros were settled (including purchases with a value of 300,000 thousand euros already concluded in 2008); • sales of securities with a face value of 2,815,000 thousand euros were settled, including 150,000 thousand euros in spot transactions, 1,450,000 thousand euros in forward transactions executed in 2008, and 1,215,000 thousand euros in forward transactions executed in 2009; • securities purchased during the year, with a face value of 200,000 thousand euros, reached maturity; • the notional value of forward purchases of securities with a face value of 958,750 thousand euros has been recognised; these were subsequently sold on the same terms in response to changed market conditions, in the belief that it was appropriate to proceed with their substitution. At 31 December 2009 the fair value of other securities held in portfolio, having a face value of 100,000 thousand euros, 104,021 thousand euros (including 1,859 thousand euros in accrued daily interest payments). Changes in the fair value of securities recognised in profit or loss in 2009 amount to a loss of 118 thousand euros. Derivative financial instruments Changes in derivative financial instruments during the year are as follows: 14.4 - Changes in derivative financial instruments Cash flow hedges Forward purchases notional Balance at 1 January 2008 Fair value gains/(losses) fair value FVPL Asset swaps notional Forward purchases fair value notional fair value Forward sales Total notional fair value notional fair value - - - - - - - - - - 3,373,150 34,016 1,674,950 (8,972) - - 3,970,000 (7,149) 9,018,100 17,895 Gains/(losses) through profit or loss (*) - (3,196) - - - - - 300 - (2,896) Transactions settled (**) (2,414,400) 19,750 - 12,929 - - (2,520,000) 4,769 (4,934,400) 37,448 Balance at 31 December 2008 958,750 50,570 1,674,950 3,957 - - 1,450,000 (2,080) 4,083,700 52,447 Discontinued CFHs (958,750) (50,570) - - 958,750 50,570 - - - - Fair value gains/(losses) 2,802,850 49,854 2,458,750 (50,431) - 9,316 2,273,750 (27,826) 7,535,350 (19,087) Gains/(losses) through profit or loss (*) - 7,520 - (16,776) - - - - - (9,256) Transactions settled (**) (2,224,850) (16,405) (1,515,000) (29,825) (958,750) (59,886) (3,623,750) 29,899 (8,322,350) (76,217) 578,000 40,969 2,618,700 (93,075) - - 100,000 (7) 3,296,700 (52,113) 578,000 40,969 - - - - - - 578,000 40,969 - - 2,618,700 (93,075) - - 100,000 (7) 2,718,700 (93,082) Balance at 31 December 2009 Including: Derivative assets Derivative liabilities (*) Gains and losses recognised in profit or loss refer to differentials accruing on asset swaps and any ineffective portions of hedges classified in Other income and Other expenses from financial activities. Fair value gains and losses on financial instruments measured at fair value through profit or loss are also accounted for separately in these income statement items. (**) Transactions settled include forward transactions settled, accrued differentials and the extinguishment of asset swaps linked to securities sold. Financial statements 296 During 2009 the Company carried out the following transactions in relation to cash flow hedges: • the extinguishment of forward purchases outstanding at 31 December 2008 with a notional value of 958,750 thousand euros, and resulting from discontinued17 cash flow hedges, with reclassification of the hedges to derivative financial instruments at fair value through profit and loss (note 14.3); • forward purchases (cash flow hedges of forecast transactions) with a total notional value of 2,802,850 thousand euros, including 578,000 thousand euros yet to mature at 31 December 2009; • the execution of asset swaps on securities purchased during the period and with a notional value 2,458,750 thousand euros, and the extinction of asset swaps on securities sold, which were already protected by cash flow hedges, with a notional value of 1,515,000 thousand euros; as a result of these transactions, at 31 December 2009 the Company reports outstanding assets swaps with a total notional value of 2,618,700 thousand euros, with which it has purchased a fixed rate of 4.83% (the weighted average of the rates provided for in the contracts) and sold a floating rate on Italian Longterm Treasury Certificates indexed to inflation (BTP€i). These instruments recorded an overall decrease in fair value of 577 thousand euros during the period, which is reflected in the cash flow hedge reserve. Finally, with regard to derivative financial instruments measured at fair value through profit or loss, in addition to the above discontinued hedges, carried out via forward sales, forward sales with a total notional value of 2,665,000 thousand euros were settled during 2009. These transactions are described in the note to Financial instruments classified as at fair value through profit or loss. Amounts due from the MEF This item includes liquidity, amounting to 6,804,803 thousand euros, deriving from the postal current account deposits of Public Sector entities transferred to the parent under the restriction established by the Regent’s Decree of 22 November 1945. It also includes 1,515,829 thousand euros in deposits (the so-called Buffer Account) provided for in the above change to the Agreement with the MEF approved by the Ministerial Decree of 14 December 2007. Amounts due from the Italian Treasury This item breaks down as follows: 14.5 - Amounts receivable from/(payable to) the Italian Treasury Item Balance at 31 Dec 2009 Balance at 31 Dec 2008 882,544 (729,443) 3,004,733 (892,058) 153,101 2,112,675 Ministry of Justice Ministry of the Economy and Finance 29 686,678 (21,348) 684,338 Total 839,808 2,775,665 Amounts receivable from to Treasury MEF postal current accounts and other payables Sub-total The net balance of amounts payable to and receivable from the Italian Treasury is represented by advances from the MEF to meet the cash requirements of post offices, less transfers of deposits and any excess liquidity by the Company. At 31 December 2009 the credit balance of this item has decreased with respect to 31 December 2008, primarily due to the reduction in the delay in reporting to the MEF from 1 July 2009, as described in note 14 above. 17. Interruption of the application of hedge accounting following a decision by management, or due to the early sale or extinguishment of the hedged or hedging instrument, and the consequent application of a different accounting treatment, as required by the relevant IFRS. Poste Italiane | Annual Report Notes to the financial statements 297 Other receivables Other receivables primarily relate to bank and postal cheques and bankers’ drafts (346,211 thousand euros), and amounts due from customers in the form of withdrawals from ATMs yet to be registered on their accounts (84,007 thousand euros). Cash and cash equivalents attributable to BancoPosta 14.6 - Cash and cash equivalents Item Balance at 31 Dec 2009 Balance at 31 Dec 2009 Cash in hand Cheques Bank deposits 2,627,251 124 33,321 2,197,948 566 121,220 Total 2,660,696 2,319,734 Cash essentially regards cash in hand held at post offices and by companies that provide cash transportation services whilst awaiting transfer to the Italian Treasury. LIABILITIES ATTRIBUTABLE TO BANCOPOSTA Liabilities attributable to BancoPosta are accounted for after deducting Poste Italiane SpA’s own liquidity held in postal current accounts in the names of consolidated companies. These liabilities break down as follows: 14.7 - Liabilities attributable to BancoPosta Item Note Balance at 31 Dec 2009 Balance at 31 Dec 2008 [14.4] 39,473,727 70,766 290,904 93,082 38,013,829 572,456 580,478 14,905 Total liabilities attributable to BancoPosta (Amounts payable to Poste Italiane SpA as a current account holder) 39,928,479 (2,118,383) 39,181,668 (1,975,579) Total 37,810,096 37,206,089 Payables deriving from postal current accounts Balance of cash flows from management of postal savings Other payables Derivative financial instruments Payables deriving from postal current accounts These payables regard amounts due to Gruppo Poste Italiane companies, totalling 96,882 thousand euros (99,223 thousand euros at 31 December 2008). This includes 23,880 thousand euros deposited in postal current accounts by Poste Vita SpA (38,550 thousand euros at 31 December 2008). The increase in the overall balance with respect to 31 December 2008 is due to an increase in deposits by private customers. Balance of cash flows from management of postal savings This item represents the balance of withdrawals less deposits during the last day of 2009 and cleared on the first day of the subsequent year. The balance at 31 December 2009 consists of 86,936 thousand euros payable to Cassa Depositi e Financial statements 298 Prestiti (692,650 thousand euros at 31 December 2008) and a receivable due from the MEF for issues falling within its competence, totalling 16,170 thousand euros (120,194 thousand euros at 31 December 2008). Other payables Other payables primarily regard 215,104 thousand euros in cheques presented for payment into postal savings books. Amounts payable to Poste Italiane SpA as a current account holder At 31 December 2009 Poste Italiane SpA’s liquidity held in postal current accounts to be deducted from BancoPosta’s liabilities amounts to 2,118,383 thousand euros. This amount is normally represented by demand deposits with the MEF held in the so-called Buffer Account, totalling 1,515,829 thousand euros (note 14.1), and investments in securities, totalling 602,554 thousand euros, deriving from deposits in the form of financial instruments not subject to investment restrictions (note 22.6). 15 - CASH AND CASH EQUIVALENTS These items break down as follows: 15.1 - Cash and cash equivalents Item Balance at 31 Dec 2009 Escrow account (EC Decision of 16 July 2008) Bank and Postal Office deposits Cash in hand Postal deposits invested in Assets attributable to BancoPosta Deposits and cash in hand Total Balance at 31 Dec 2008 - 2,189,542 11,576 2,201,118 (602,554) 485,572 2,147,871 10,440 2,158,311 (1,185,399) 1,598,564 972,912 1,598,564 1,458,484 Escrow account (Ec decision of 16 july 2008) In execution of the European Commission’s Decision of 16 July 2008 regarding State aid18, the amounts deposited in a specific fixed-term bank account in 2008 were paid to the MEF on 15 January 2009. 18. This regards a complaint by the Italian Bankers’ Association (ABI) in December 2005, alleging that Poste Italiane SpA had benefited from State aid, including with regard to the remuneration received on postal current account deposits, which the Company is required to deposit with the MEF. With regard to the method of calculation of this remuneration, on 16 July 2008 the European Commission issued the above Decision finding against the arguments submitted by the Italian authorities. The Commission maintains that the level of the interest rates paid to the Company between 1 January 2005 and 31 December 2007 (pursuant to art. 1, paragraph 31 of Law 266 of 23 December 2005, the “2006 Budget Law”), in terms of both the method of calculation and the level of movement in the base rate, are higher than those that would be paid by a “private borrower”. The Commission, therefore, found that the above remuneration constitutes State aid, as being incompatible with art. 88, paragraph 3 of the EU Treaty. The Italian government is thus required to recover the related sum from Poste Italiane SpA. Poste Italiane | Annual Report Notes to the financial statements 299 Deposits and cash in hand Cash is primarily deposited in postal current accounts. In 2009 these deposits were remunerated on the basis of the yield on short-term deposits with the MEF held in the so-called Buffer Account (note 14). Remuneration of these cash deposits is shown separately in Finance income (note 34.1), as opposed to revenue deriving from the investment of deposits from third parties (note 26.4). Bank and post office deposits include 25,874 thousand euros that has been frozen as a result of court orders relating to a number of legal actions. Postal deposits invested in Assets attributable to BancoPosta reflect the fact that, in compliance with the provisions of the 2007 Budget Law, funds deriving from deposits paid into postal current accounts by private customers, and therefore also the liquidity of Group companies held in postal current accounts (note 14.7), are invested in euro area government securities, which are accounted for in Assets attributable to BancoPosta (note 14.1). 16 - NON-CURRENT ASSETS HELD FOR SALE These items break down as follows: 16.1 - Non-current assets held for sale Item 2009 2008 Balance at 1 January Cost Accumulated depreciation Impairments Carrying amount 6,749 (2,118) (1,159) 3,472 13,703 (265) (12,895) 543 Changes during the year Reclassifications of non-current assets (1) Disposals (2) Reclassification from provisions Total changes 492 (2,679) (2,187) 3,457 (528) 2,929 Balance at 31 December Cost Accumulated depreciation Impairments Carrying amount 2,687 (937) (465) 1,285 6,749 (2,118) (1,159) 3,472 Reclassifications (1) Cost Accumulated depreciation Accumulated impairments Total 1,681 (724) (465) 492 6,734 (2,118) (1,159) 3,457 Disposals (2) Cost Accumulated depreciation Accumulated impairments Total (5,743) 1,905 1,159 (2,679) (13,688) 265 12,895 (528) These assets refer to industrial buildings belonging to the Parent Company for which the related sales process has been completed, and which are expected to fetch a total price of over four million euros. Recognition of this item has not resulted in charges recognised in the income statement. Financial statements 300 17 - SHARE CAPITAL The share capital consists of 1,306.11 million ordinary shares with a par value of 1 euro each. The shares are held as follows: • 848,971,500 ordinary shares, representing 65% of the share capital, held by the Ministry of the Economy and Finance; • 457,138,500 ordinary shares, representing 35% of the share capital, held by Cassa Depositi e Prestiti società per azioni (CDP SpA). At 31 December 2009 all the shares in issue are fully subscribed and paid up. No preference shares have been issued and the Company does not hold treasury shares. 18 - SHAREHOLDER TRANSACTIONS In accordance with the resolution passed by the General Meeting of shareholders on 27 April 2009, the Parent Company paid dividends amounting to 150,000 thousand euros (based on a dividend of 0.11 euros per share). 19 - RESERVES Reserves break down as follows: 19.1 - Reserves Fair value reserve Cash flow hedge reserve 75,116 107,681 (178,318) 4,479 37,195 277,975 (88,930) (47,124) 13,866 155,787 - 23,643 (7,587) 66,052 (21,153) 60,955 - 301,618 (96,517) 18,928 (7,287) 216,742 37,195 112,311 263,468 (117,363) 258,416 36,040 569,547 (181,144) (31,745) 10,088 366,746 - 3,522 (837) (6,204) 1,904 (1,615) - 573,069 (181,981) (37,949) 11,992 365,131 36,040 148,351 630,214 (118,978) 659,587 Legal reserve Balance at 1 January 2008 Increases/(Decreases) in fair value during the year Tax effect of changes in fair value Amounts reclassified from Equity to profit or loss Tax effect of amounts reclassified from Equity to profit or loss Gains/(losses) recognised directly in Equity Appropriation to retained earnings Appropriation of remaining profit for 2007 Balance at 31 December 2008 Increases/(Decreases) in fair value during the year Tax effect of changes in fair value Amounts reclassified from Equity to profit or loss Tax effect of amounts reclassified from Equity to profit or loss Gains/(losses) recognised directly in Equity Appropriation to retained earnings Appropriation of remaining profit for 2008 Balance at 31 December 2009 Poste Italiane | Annual Report Total Notes to the financial statements 301 The fair value reserve, which is undistributable pursuant to art. 6, 1-b of Legislative Decree 38 of 28 February 2005, regards changes in the fair value of financial assets designated as Available-for-sale. During the year changes totalling 569,547 thousand euros included: • 551,980 thousand euros relating to the net fair value gain on BancoPosta’s investments in securities described in note 14.3; • 17,567 thousand euros regarding the net fair value gain on other available-for-sale financial assets described in note 8.5. The cash flow hedge reserve reflects changes in the fair value of the effective portion of cash flow hedges outstanding. Net fair value gains of 3,522 thousand euros during 2009 have resulted in an increase in the reserve. This amount reflects: • a net loss of 577 thousand euros in the value of derivative financial instruments described in note 14.4; • a net gain of 4,099 thousand euros in the value of derivative financial instruments described in note 8.6. 20 - PROVISIONS FOR LIABILITIES AND CHARGES Changes in provisions are as follows: 20.1 - Changes in provisions in 2008 Item Provisions for non-recurring charges (*) Provisions for disputes with third parties Provisions for disputes with staff (1) Provisions for invalidated postal savings certificates Provisions for taxation/social security contributions Other provisions Provisions for tax consolidation liabilities Total Overall analysis of provisions: - non-current portion - current portion (*) (1) (2) Provisions Finance costs Released to income statement 91,090 218,166 398,079 19,467 15,500 56,477 798,779 11,658 113,122 504,501 37,645 666,926 1,749 624 2,373 (3,722) (72,322) (39,062) (19,011) (134,117) (10,811) (7,768) (239,169) (643) (4,467) (686) (263,544) 88,215 252,947 624,349 19,448 11,033 74,425 1,070,417 2,360 3,986 (2) - - - 6,346 801,139 670,912 2,373 (134,117) (263,544) 1,076,763 Balance at 31 Dec 2007 290,921 510,218 801,139 Balance at Uses 31 Dec 2008 257,920 818,843 1,076,763 Balance adjusted in application of IFRIC 13 (note 2.2). Net provisions for staff costs amount to 432,361 thousand euros, whilst those for service costs (legal assistance) total 33,078 thousand euros. These provisions are offset by a reduction in current tax liabilities. Financial statements 302 20.2 - Changes in provisions in 2009 Item Provisions for non-recurring charges (*) Provisions for disputes with third parties Provisions for disputes with staff (1) Provisions for restructuring charges Provisions for invalidated postal savings certificates Provisions for taxation/social security contributions Other provisions Provisions for tax consolidation liabilities Total Overall analysis of provisions: - non-current portion - current portion (*) (1) (2) Provisions Finance costs Released to income statement 88,215 252,947 624,349 19,448 11,033 74,425 25,058 34,067 251,501 115,000 885 55,451 1,176 571 - (6,090) (30,134) (26,692) (3,157) (10,631) (97,282) (209,011) (555) (1,030) (549) 96,552 160,774 640,147 115,000 19,464 10,888 126,170 1,070,417 481,962 1,747 (66,073) (319,058) 1,168,995 Balance at 31 Dec 2008 6,346 1,076,763 5,578 Balance at Uses 31 Dec 2009 (2) - - - 11,924 487,540 1,747 (66,073) (319,058) 1,180,919 257,920 818,843 286,437 894,482 1,076,763 1,180,919 Balance adjusted in application of IFRIC 13 (note 2.2). Net provisions for staff costs amount to 196,886 thousand euros, whilst those for service costs (legal assistance) total 27,923 thousand euros. These provisions are offset by a reduction in current tax liabilities. Provisions for non-recurring charges almost entirely regard operating risks attributable to BancoPosta. These include liabilities deriving from the reconstruction of operating balances at the date of incorporation of the Company, fraud, adjustments and revised amounts for revenues recognised in previous years, among other liabilities. Provisions for the year amount to 25,058 thousand euros and regard, among other things, potential revisions of fees received for the distribution of financial products where the amount received is dependent on the behaviour of subscribers, and a number of fines that may result from investigations of the Company by supervisory authorities. Provisions of 10,631 thousand euros were used to cover liabilities either arising or settled during the year. The amount released to the income statement, totalling 6,090 thousand euros, is due to the reversal of liabilities identified in the past. Provisions are based on the present value of identified liabilities. Provisions for disputes with third parties regard expected liabilities deriving from different types of legal and out-of-court dispute with suppliers and third parties, the related legal expenses, and penalties and indemnities payable to customers. Provisions, which reflect the present value of identified liabilities, were increased by the estimated value of new liabilities (34,067 thousand euros), measured on the basis of the expected outcomes of certain disputes, legal actions and negotiations. Reductions primarily relate to the reversal of liabilities identified in the past (30,134 thousand euros) and the value of disputes settled (97,282 thousand euros). The latter includes 75,000 thousand euros regarding settlement, without any further charges, of the dispute between the Parent Company and Cassa Depositi e Prestiti relating to achievement of the targets for postal savings deposits in 2008. Provisions for disputes with staff regard liabilities that may arise following labour litigation and disputes of various types, but largely attributable to the Company’s use of fixed-term employment contracts. In this regard, having accepted the terms of the agreement of 10 July 2008 (see note 31), in early 2009 a number of the relevant staff withdrew their claims and a portion of the provisions, totalling 26,692 thousand euros, was released to the income statement. Provisions of 251,501 thousand euros regard an updated estimate, based on the level of negative outcomes deriving from the related litigation and union agreements, of the estimated liabilities and related legal expenses. Uses, amounting to 209,011 thousand euros, include amounts used to cover the cost of settling disputes, including 4,901 thousand euros in the form of asset seizures by the Parent Company’s creditors. Provisions are based on the present value of identified liabilities, which are believed to be short term. Provisions for restructuring charges regard the estimated liabilities to be incurred by the Company in the form of redundancy payments, based on current evidence. At least three thousand staff are expected to leave the Company by 31 December 2010. Poste Italiane | Annual Report Notes to the financial statements 303 Provisions for invalidated postal savings certificates have been made to cover the cost of redeeming invalidated certificates relating to specific issues. The provisions represent amounts recognised in revenue in the income statements of the Company in the years in which the certificates became invalid. The provisions were made in response to the Company’s decision to redeem such certificates even if invalidated. At 31 December 2009 the provisions represent the present value of total liabilities, based on a face value of 22,873 thousand euros, which are expected to be progressively paid off by 2023. The Company redeemed certificates with a total face value of 555 thousand euros in 2009, and made provisions for finance costs totalling 571 thousand euros. Provisions for taxation/social security contributions have been made to cover potential future tax liabilities. Provisions of 885 thousand euros were made during the year to cover the estimated cost of new liabilities. Uses of 1,030 thousand euros reflect the settlement of a number of sundry taxes. The other provisions cover probable liabilities of various types, including: estimated liabilities deriving from the risk that specific legal actions to be undertaken in order to reverse seizures of the Company’s assets may be insufficient to recover the related amounts; the risk that a deterioration in certain indicators used as the basis for the long-term business plans on which impairment testing of investments is based, may result in a reduction in the value of the investments (note 7); claims for rent arrears on properties used free of charge by the Company; and claims for payment of accrued interest expense due to certain suppliers. Uses regard the payment of rent arrears. Provisions and releases to the income statement in 2009 reflect updated estimates of the various liabilities. Provisions for tax consolidation losses regard represent the Company’s potential debt to Group companies included in the tax consolidation, equal to 50% of the economic benefit deriving from tax losses for the period transferred by such companies. In accordance with the Group’s rules for consolidation, this amount may be attributed to these companies, should there be reasonable certainty that they will produce sufficient future taxable income to enable them to recover the related deferred tax assets. Should such condition not occur, the provisions will be taken to Poste Italiane SpA’s income statement as a tax consolidation gain. Net provisions of 5,578 thousand euros made during 2009 almost entirely reflect the tax losses transferred to the Group by the subsidiaries, PosteMobile SpA and SDA Express Courier SpA. 21 - STAFF TERMINATION BENEFITS Following the reform of supplementary pension provision, from 1 January 2007 companies must pay vested staff termination benefits into a supplementary pension fund or into a Treasury Fund set up by INPS (should the employee have exercised the specific option provided for by the new legislation). Staff termination benefits qualify as a defined contribution plan and thus represent an expense to be recognised at face value in staff costs. Staff termination benefits vesting up to 31 December 2006, however, continue to represent accumulated liabilities qualifying as a defined benefit plan, for which actuarial calculation is necessary. The following changes in staff termination benefits took place in 2009 and 2008: 21.1 - Changes in staff termination benefits 2009 Balance at 1 January interest component effect of actuarial gains/(losses) Provisions for the year: Uses during the year Reduction due to fixed-term contracts settlement of 2008 Balance at 31 December Financial statements 2008 1,486,766 68,497 (49,849) 1,451,781 73,540 94,951 18,648 (80,532) (5,721) 168,491 (123,775) (9,731) 1,419,161 1,486,766 304 The interest component is recognised in Finance costs. The current service cost, which is no longer included in the staff termination benefits managed by the Company, is recognised in Staff costs. During 2009, net uses of provisions for staff termination benefits amounted to 80,532 thousand euros, represented by benefits paid, totalling 83,147 thousand euros, and substitute tax of 3,908 thousand euros. Additions of 6,495 thousand euros regard the transfer of provisions for disputes with staff formerly on fixed-term contracts who have been re-employed by the Company, and of 28 thousand euros the transfer of provisions from the subsidiary, Postecom SpA.. Following acceptances in 2009 of the agreement of 10 July 2008, described in note 31, provisions for staff termination benefits have been reduced by a further 5,721 thousand euros. The major actuarial assumptions applied in calculating staff termination benefits are as follows: Discount rate Staff turnover 19 2009 2008 4.00% 0.49% 4.60% 0.49% 22 - FINANCIAL LIABILITIES These items break down as follows: 22.1 - Financial liabilities Balance at 31 Dec 2009 Item Non-current liabilities Current liabilities 1,552,975 751,304 512,667 250,000 39,004 Borrowings Bonds Shareholder loans Bank borrowings Other borrowings Derivative financial instruments Financial liabilities due to subsidiaries Other financial liabilities Amounts deriving from liability for robberies Sundry financial liabilities Total Balance at 31 Dec 2008 Total Non-current liabilities Current liabilities Total 223,934 19,375 166,850 747 36,962 1,776,909 770,679 679,517 250,747 75,966 1,757,284 751,801 679,517 250,000 75,966 622,052 19,386 160,718 406,921 35,027 2,379,336 771,187 840,235 656,921 110,993 - 2,331 325,418 2,331 325,418 - 3,381 145,760 3,381 145,760 270,535 2,062,284 2,332,819 272,278 1,963,171 2,235,449 156,801 113,734 7,803 2,054,481 164,604 2,168,215 156,826 115,452 10,556 1,952,615 167,382 2,068,067 1,823,510 2,613,967 4,437,477 2,029,562 2,734,364 4,763,926 Borrowings Borrowings are unsecured and are not subject to financial covenants, requiring the Company to comply with certain financial ratios, or maintain a certain level of rating. The bonds in issue and bank borrowings are subject to standard negative pledge clauses20. 19. Frequency of early termination of employment due to resignations and dismissals. 20. A commitment given to creditors by which a borrower undertakes not to give senior security to other lenders ranking pari passu with the pre-existing creditors, unless the same degree of protection is offered to them also. Poste Italiane | Annual Report Notes to the financial statements 305 Bonds Bonds regard fixed rate bonds, paying coupon interest of 5.25% and with a par value of 750 million euros. The bonds, which were issued in two tranches in 2002, are listed on the Luxembourg Stock Exchange and were placed in the form of a public offering to institutional investors. These 10-year bonds are to be redeemed in a lump sum in July 2012. The current portion of the loan represents accrued interest expense. The fair value (“mid price”) of the bonds at 31 December 2009 is 780,825 thousand euros (790,950 thousand euros at 31 December 2008). Shareholder loans This item refers to fixed rate loans issued by Cassa Depositi e Prestiti. The laws authorising the expenditure financed by the loans also establish the methods of repayment, as shown in the following table. 22.2 - Shareholder loans Issuer Law Law Law Law Law Law 15/74 34/74 227/75 (serv. acc.) (1) 39/82 (subsequent changes to PO services) (1) 887/84 (1) 41/86 (1) Total (1) (2) Loans to be repaid in full by Poste Italiane Loans with principal to be repaid by parent Loans with principal and interest to be repaid by parent (2) Total 12,212 404 - 21,885 382,714 1,958 260,344 - 12,212 404 21,885 382,714 260,344 1,958 12,616 406,557 260,344 679,517 Loans to be repaid by the Ministry of the Economy and Finance (principal: 666,901 thousand euros) From 2001 interest was no longer paid by the government but by Poste Italiane SpA. From 2006 interest has been paid to the Company. The fair value of the loans is 711,212 thousand euros (853,789 thousand euros at 31 December 2008). The outstanding principal assigned by law to the Ministry of the Economy and Finance is offset by a receivable, accounted for in Financial assets, due from the Parent. Collection of the amount receivable is linked to the repayment schedules for the loans (note 8.3). Bank borrowings These items break down as follows: 22.3 - Bank borrowings Balance at 31 Dec 2009 Item Non-current liabilities Current liabilities Balance at 31 Dec 2008 Total Non-current liabilities Current liabilities Total Floating rate 7-year loan from EIB maturing 15 Sept 2009 Floating rate loan from DEPFA Bank maturing 30 Sept 2013 Current account overdrafts Accrued interest expense - - - - 400,000 400,000 250,000 - 747 250,000 747 250,000 - 2,782 4,139 250,000 2,782 4,139 Total 250,000 747 250,747 250,000 406,921 656,921 Financial statements 306 The value of the above financial liabilities approximates to fair value. Drawdowns on the Company’s total committed and uncommitted lines of credit, totalling 1,288,700 thousand euros, amount to zero. The lines of credit are unsecured. Other borrowings This item regards fixed rate loans issued by CPG Società di Cartolarizzazione arl. Two loans totalling 309,874 thousand euros, denominated “Logistics 2002” and “Layout 2002”, were sold without recourse by Cassa Depositi e Prestiti to C.P.G. Società di Cartolarizzazione arl in 2003. The two ten-year loans were used to finance certain projects. The fair value of these borrowings is 80,291 thousand euros (116,537 thousand euros at 31 December 2008). DERIVATIVE FINANCIAL INSTRUMENTS This item, amounting to 2,331 thousand euros, regards contracts described in note 8.6. FINANCIAL LIABILITIES DUE TO SUBSIDIARIES These liabilities regard intercompany current accounts paying interest at market rates. The following table shows a breakdown: 22.4 - Financial liabilities due to subsidiaries not consolidated on a line-by-line basis Name Direct subsidiaries BancoPosta Fondi SpA SGR CLP ScpA EGI SpA Poste Energia SpA Poste Italiane Trasporti SpA Poste Link Scrl Poste Tributi ScpA Poste Tutela SpA Poste Vita SpA Postecom SpA PosteMobile SpA PosteShop SpA Indirect subsidiaries Poste Assicura SpA Total Balance at 31 Dec 2009 Balance at 31 Dec 2008 18,010 61 160,856 4,120 2,244 2 1,351 17,769 100,058 15,219 5,077 651 25,114 120 99,295 5,774 1,986 2 804 9,586 1,842 758 320 139 - 20 325,418 145,760 OTHER FINANCIAL LIABILITIES Amounts deriving from liability for robberies The Company is liable to the Italian Treasury for losses resulting from robberies and fraud. The loss of cash resulting from these criminal acts has to be made up for, in order to ensure that post offices can carry out their daily operations. This is Poste Italiane | Annual Report Notes to the financial statements 307 done via withdrawals from the Treasury. Changes in this liability are as follows; 22.5 - Changes in amounts deriving from liability for robberies Note Balance at 1 January Liabilities deriving from robberies during the year Repayments made Balance at 31 December [33.1] 2009 2008 167,382 173,204 9,964 (12,742) 164,604 10,997 (16,819) 167,382 During 2009 the Company made repayments of 12,717 thousand euros to the Treasury for robberies that took place in the second half of 2008 and the first four months of 2009, in addition to payment of the sum of 25 thousand euros following a sentence issued by the Italian Court of Auditors regarding robberies up to 31 December 1993. Sundry financial liabilities Sundry financial liabilities are generated by BancoPosta activities not subject to the investment restrictions described in note 14. For this reason, they are not included in Liabilities attributable to BancoPosta (note 14.7). These liabilities break down as follows: 22.6 - Sundry financial liabilities Balance at 31 Dec 2009 Non-current liabilities Current liabilities Italian Treasury for operational risks 113,630 Amounts due on bills paid Amounts due on prepaid cards Endorsed checks National and international money transfers Tax collection Other 104 Total 113,734 890,768 523,565 393,740 148,052 91,295 7,061 2,054,481 Item Balance at 31 Dec 2008 Total Non-current liabilities Current liabilities Total 113,630 890,768 523,565 393,740 148,052 91,295 7,165 2,168,215 108,971 6,481 115,452 910,144 432,724 361,703 168,391 73,845 5,808 1,952,615 108,971 910,144 432,724 361,703 168,391 73,845 12,289 2,068,067 Amounts due to the Italian Treasury for operational risks refer to advances obtained as a result of BancoPosta’s operations and which subsequently gave rise to liabilities that are either certain or likely to be incurred. Changes in these liabilities are as follows: 22.7 - Changes in amounts due to the Italian Treasury for operational risks Note 2009 Balance at 1 January 10,762 (9,596) [33.1] Balance at 31 December Financial statements 89,111 108,971 New liabilities for operational Operational risks that did not occur Repayments made Uses of provisions for disputes with staff 2008 5,430 (2,546) 1,166 (27) 3,520 2,884 (5,366) 22,342 113,630 108,971 308 Amounts due on bills paid regard sums collected on payment of bills and yet to be allocated to the accounts of beneficiaries. Amounts due on prepaid cards represent amounts due to Postepay and Pensione card customers who have topped up their prepaid cards. Amounts due on national and international money transfers represent the exposure to customers for money orders and transfers, to Moneygram for customer transactions in process and amounts due to overseas postal operators for international money orders. Endorsed checks represent the exposure to customers for endorsed checks in circulation. Tax collection payables represent the amount due to tax collection agents and the tax authorities for payments of tax effected by customers. Analysis of net debt/(funds) The Company’s net debt or net funds at 31 December 2009 and 31 December 2008 is as follows: 22.8 - Net debt/(funds) Item Note Financial liabilities Bonds Shareholder loans Bank borrowings Other borrowings Other [22.1] Liabilities attributable to BancoPosta Financial assets Loans and receivables Available-for-sale financial assets Derivative financial instruments related Balance at party 31 Dec 2009 transactions related Balance at party 31 Dec 2008 transactions 4,437,477 770,679 679,517 250,747 75,966 2,660,568 679,517 325,418 4,763,926 771,187 840,235 656,921 110,993 2,384,590 840,235 145,760 [14.7] 37,810,096 172,232 37,206,089 671,679 [8.1] (1,608,555) (1,347,053) (261,502) - (1,278,680) (101,143) - (2,079,336) (1,527,158) (551,062) (1,116) (1,407,355) (102,230) - Assets attributable to BancoPosta [14.1] (39,512,159) (6,804,803) (38,909,191) (5,546,358) Net liabilities/(assets) Deposits and cash in hand [15.1] 1,126,859 (1,598,564) - 981,488 (972,912) - Net debt/(funds) (471,705) 8,576 23 - TRADE PAYABLES These items break down as follows: 23.1 - Trade payables Item Balance at 31 Dec 2009 Balance at 31 Dec 2008 Amounts due to suppliers Amounts due to subsidiaries Prepayments from customers Interest payable to current account holders 1,113,077 234,886 208,269 95,865 1,172,399 253,553 206,157 119,033 Total 1,652,097 1,751,142 Poste Italiane | Annual Report Notes to the financial statements 309 AMOUNTS DUE TO SUPPLIERS 23.2 - Amounts due to suppliers Item Italian suppliers Overseas suppliers Overseas correspondents (1) Total (1) Balance at 31 Dec 2009 Balance at 31 Dec 2008 956,190 9,440 147,447 1,017,894 11,561 142,944 1,113,077 1,172,399 The amount due to overseas correspondents regard fees payable to overseas postal operators and companies in return for postal and telegraphic services provided. AMOUNTS DUE TO SUBSIDIARIES This item breaks down as follows: 23.3 - Amounts due to subsidiaries Name Balance at 31 Dec 2009 Balance at 31 Dec 2008 Direct subsidiaries CLP ScpA Consorzio per i Servizi di Telefonia Mobile ScpA EGI SpA Mistral Air Srl Poste Energia SpA Poste Italiane Trasporti SpA Poste Link Scrl Poste Tributi ScpA Poste Tutela SpA Poste Vita SpA Postecom SpA Postel SpA PosteMobile SpA PosteShop SpA SDA Express Courier SpA 70,902 1,983 1,450 106 23,350 10,197 1,164 25,813 83 28,878 1,030 123 270 11,440 55,388 2,496 895 106 9,248 8,612 76 1,470 33,518 54,471 3,768 5,409 328 23,327 Indirect subsidiaries Poste Assicura SpA PostelPrint SpA Italia Logistica Srl (1) 503 57,397 197 1,648 52,580 213 234,886 253,553 Total (1) Joint venture. Financial statements 310 PREPAYMENTS FROM CUSTOMERS These items refer to amounts received from customers as prepayment for the following services to be rendered: 23.4 - Prepayments from customers Item Balance at 31 Dec 2009 Balance at 31 Dec 2008 Prepayments from overseas correspondents Mechanized franking Unfranked mail Postage-paid mailing services Other services 103,178 67,141 18,035 10,842 9,073 89,600 69,103 25,561 10,510 11,383 Total 208,269 206,157 INTEREST PAYABLE TO CURRENT ACCOUNT HOLDERS This refers to interest accrued on postal current accounts during the year, less the related withholding tax. Accrued interest payable to subsidiaries at 31 December 2009 amounts 4,132 thousand euros (7,088 thousand euros at 31 December 2008). 24 - CURRENT TAX LIABILITIES Under IAS 12 – Income taxes, IRES and IRAP credits are accounted for less the corresponding Current tax liabilities, given that they are taxes applied by the same tax authority to the same taxable entity, which has a legally enforceable right to offset and intends to exercise this right. This item breaks down as follows: 24.1 - Current tax liabilities Item Balance at 31 Dec 2009 Balance at 31 Dec 2008 IRES IRAP Substitute tax 33,714 6,548 25,433 328 58,071 Total 65,695 58,399 IRES and IRAP payable refer to the balances due to the tax authorities, represented by provisions for the year less advances paid and withholding tax paid for IRES. Substitute tax refers to the remaining payment to be made in 2010, following the franking, in 2008, of off-book deductions applied between 2004 and 2007. Poste Italiane | Annual Report Notes to the financial statements 311 25 - OTHER LIABILITIES These items break down as follows: 25.1 - Other liabilities Balance at 31 Dec 2009 Item Non-current liabilities Amounts due to staff Balance at 31 Dec 2008 Current liabilities Total Non-current liabilities Current liabilities Total - 813,547 813,547 - 690,461 690,461 59,462 468,555 528,017 81,284 448,382 529,666 Other tax liabilities - 146,606 146,606 - 170,023 170,023 Amounts due to the parent - 12,140 12,140 - 12,140 12,140 Other amounts due to subsidiaries - 11,380 11,380 - 38,883 38,883 7,156 138,541 145,697 7,190 111,714 118,904 Amounts due to social security agencies Sundry payables Accrued expenses and deferred income from trading transactions (*) Other liabilities 6,301 24,807 31,108 6,616 24,736 31,352 72,919 1,615,576 1,688,495 95,090 1,496,339 1,591,429 - - - - 485,572 485,572 72,919 1,615,576 1,688,495 95,090 1,981,911 2,077,001 Amount payable to parent (EC Decision of 16 July 2008) Total (*) Balance for 2008 adjusted in application of IFRIC 13 (note 2.2). AMOUNTS DUE TO STAFF These amounts primarily represent accrued compensation yet to be paid at 31 December 2009. A breakdown is as follows: 25.2 - Amounts due to staff Item Accrued vacation pay Fourteenth month salaries Incentives and productivity bonuses Other amounts due to staff Total Financial statements Balance at 31 Dec 2009 Balance at 31 Dec 2008 85,385 241,764 356,386 130,012 103,983 237,807 233,712 114,959 813,547 690,461 312 AMOUNTS DUE TO SOCIAL SECURITY AGENCIES These items break down as follows: 25.3 - Amounts due to social security agencies Balance at 31 Dec 2009 Non-current liabilities Current liabilities IPOST INPS INAIL Pension fund Amounts due to the Solidarity Fund Other agencies 56,667 2,795 - Total 59,462 Item Balance at 31 Dec 2008 Total Non-current liabilities Current liabilities Total 324,192 40,061 2,470 69,579 18,087 14,166 324,192 40,061 59,137 69,579 20,882 14,166 59,136 22,148 - 288,535 28,738 4,354 59,903 51,349 15,503 288,535 28,738 63,490 59,903 73,497 15,503 468,555 528,017 81,284 448,382 529,666 Amounts due to IPOST regard pension and social security contributions due to the institute on behalf of the Company’s employees, calculated on both the salaries paid as of 31 December 2009 and accrued amounts due, as reported under the item Amounts payable to staff. Amounts due to INPS regard provisions for vested staff termination benefits to be paid into the agency’s Treasury fund at 31 December 2009 (note 21). Amounts due to INAIL primarily derive from charges for injury compensation paid to employees for injuries occurring up to 31 December 1998. This amount, originally amounting to 82,633 thousand euros, is repayable in thirty years from 31 December 1999, based on a straight-line amortisation schedule and an annual interest rate of 2.5%. Amounts payable to the pension fund refer to sums due to FondoPoste and other pension funds following the decision by certain employees to join a supplementary fund. Amounts due to the Solidarity Fund (set up by Ministerial Decree 178 of 1 July 2005) regard amounts designed to cover redundancy payments and income support for employees who, having qualified for participation, decide to take voluntary early retirement. The residual amount payable at 31 December 2009 represents the present value of total liabilities with a face value of 71,990 thousand euros, which are expected to be progressively paid off by 2011. During the year this payable increased due to accrued finance income of 1,763 thousand euros, whilst the reduction reflected contributions paid and redundancy payments effected, totalling 54,378 thousand euros. OTHER TAX LIABILITIES These items break down as follows: 25.4 - Other tax liabilities Item Withholding tax on employees’ and consultants’ salaries Withholding tax on postal current accounts Substitute tax Stamp duty Other taxes due Total Poste Italiane | Annual Report Balance at 31 Dec 2009 Balance at 31 Dec 2008 95,853 34,391 654 9,247 6,461 102,320 42,384 469 12,326 12,524 146,606 170,023 Notes to the financial statements 313 Amounts due on salaries paid to employees and consultants regards withholding tax paid to the tax authorities by the Company in January and February 2010. Withholding tax due on postal current accounts refers to amounts withheld on interest accrued on customers’ current accounts. Substitute tax represents the balance payable by the Company on the revaluation of staff termination benefits in 2009. Stamp duty is payable to the tax authorities as duty to be paid in virtual form. The balance includes the adjustment paid in 2010 pursuant to note 3bis of art. 13 of the Tariffs provided for by Presidential Decree 642/1972. Other taxes due include urban waste tax of 5,691 thousand euros and VAT payable of 770 thousand euros. AMOUNTS DUE TO THE PARENT This item refers to 12,140 thousand euros due to the Ministry of the Economy and Finance for pensions paid by the Ministry to former employees of Poste Italiane SpA for the period 1 January to 31 July 1994. OTHER AMOUNTS DUE TO SUBSIDIARIES 25.5 - Other amounts due to subsidiaries Item Direct subsidiaries EGI SpA Poste Vita SpA Postel SpA PosteMobile SpA PosteShop SpA SDA Express Courier SpA Indirect subsidiaries PostelPrint SpA Total Balance at 31 Dec 2009 Balance at 31 Dec 2008 36 1,262 175 2,245 7,509 30,481 175 3,164 4 4,985 153 74 11,380 38,883 This item primarily regards the amount payable by Poste Italiane SpA, as the consolidating entity, to subsidiaries in return for the transfer of tax credits for advance payments, withholding taxes paid and tax paid overseas, less IRES payable by subsidiaries to the Parent Company, and the benefit linked to the tax losses transferred from PosteMobile SpA and SDA Express Courier SpA during 2009. Financial statements 314 SUNDRY PAYABLES These items break down as follows: 25.6 - Sundry payables Balance at 31 Dec 2009 Item Sundry payables attributable to BancoPosta Balance at 31 Dec 2008 Non-current liabilities Current liabilities Total Non-current liabilities Current liabilities Total - 107,308 107,308 - 86,104 86,104 7,156 - 7,156 7,190 - 7,190 Other - 31,233 31,233 - 25,610 25,610 Total 7,156 138,541 145,697 7,190 111,714 118,904 Guarantee deposits Sundry payables attributable to BancoPosta refer to 92,379 thousand euros due to INPS for pensions paid by Poste Italiane SpA to pensioners after their death and which are in the process of being recovered. A further 14,929 thousand euros is due to Cassa Depositi e Prestiti as a result of amounts registered in customers’ Postal savings books and in the process of verification. Guarantee deposits primarily regard amounts collected from customers as a guarantee of payment for certain services (postage-paid mailing services, the use of post office boxes, lease contracts, telegraphic service contracts, etc.). ACCRUED EXPENSES AND DEFERRED INCOME FROM TRADING TRANSACTIONS The nature and composition of accrued expenses and deferred income is as follows: 25.7 - Accrued expenses and deferred income Balance at 31 Dec 2009 Item Non-current liabilities Current liabilities Balance at 31 Dec 2008 Total Non-current liabilities Current liabilities Total Accrued expenses - 2,799 2,799 - 341 341 Deferred income (*) 6,301 22,008 28,309 6,616 24,395 31,011 Total 6,301 24,807 31,108 6,616 24,736 31,352 (*) Balance for 2008 adjusted in application of IFRIC 13 (note 2.2). Deferred income primarily regards: • 14,706 thousand euros in fees on Postemat cards collected in advance; • 6,616 thousand euros (including 6,301 relating to income accruing after 2010) regarding the advance collection of the rental on a thirty-year lease of a pneumatic postal machine in Rome; • 5,996 thousand euros relating to income accruing to the Company in future years as a result of the Grand Premio BancoPosta loyalty programme, which grants award credits to customers in return for certain behaviours. As required by IFRIC 13, recognition of the related revenue is deferred until the Company has fulfilled its obligations to deliver awards to customers or, if the award credits must be used within a limited period of time, until the credits are no longer valid. Poste Italiane | Annual Report Notes to the financial statements 315 26 - REVENUES FROM SALES AND SERVICES Revenues from sales and services of 9,841,166 thousand euros break down as follows: 26.1 - Revenues from sales and services Item 2009 2008 Postal Services BancoPosta Services (*) Other sales of goods and services 4,708,951 5,039,417 92,798 4,952,582 4,781,471 91,711 Total 9,841,166 9,825,764 2009 2008 Unfranked mail Mechanized franking by third parties and at post offices Stamps Integrated services Postage-paid mailing services Overseas mail and parcels Telegrams and online services Other postal services 1,537,481 1,300,943 502,247 256,227 168,087 121,734 69,905 70,483 1,671,136 1,337,405 563,421 201,469 193,068 138,637 75,858 65,547 Total market revenues 4,027,107 4,246,541 371,830 310,014 363,646 342,395 4,708,951 4,952,582 (*) Balance for 2008 adjusted in application of IFRIC 13 (note 2.2). POSTAL SERVICES Revenues from Postal Services break down as follows: 26.2 - Postal Services Item Universal Service Obligation subsidies Publisher and electoral tariff subsidies (1) Total (1) Subsidies to compensate for tariffs discounted in accordance with the law. Unfranked mail includes revenues from the mailing of correspondence by large customers from certain network centres and enabled post offices, including mailings carried out under the Bulk Mail formula. Mechanized franking by third parties or at post offices regards revenues from the mailing of correspondence franked directly by customers or at post offices using a franking machine. Stamp sales refer to the sale of postage stamps through post offices and authorised outlets and sales of stamps used for franking on credit. Integrated services, which refer entirely to the Poste Italiane SpA, regard the delivery of administrative process and fines, amounting to 225,324 thousand euros, the integrated notification service for legal process carried out on behalf of UNEP (Notifications, Enforcements and Complaints Offices), totalling 28,056 thousand euros, and revenues deriving from the agreement with the tax authorities regarding bulk and registered services, amounting to 2,847 thousand euros. Financial statements 316 Postage-paid mailing services regard revenues from the delivery of periodicals and mail-order goods on behalf of publishers who benefit from preferential rates, as provided for by Law 46 of 27 February 2004, which converted Legislative Decree 353 of 24 December 2003. Overseas mail and parcels relate to revenues from the international exchange of such items. Telegrams and online services primarily regard the telegram service provided by phone or at post offices, and amounting to 42,417 thousand euros and 13,711 thousand euros, respectively. Universal Service Obligation subsidies regard the subsidies paid by the Ministry of the Economy and Finance to cover the costs of fulfilling the Universal Service Obligation (USO). Subsidies of 371,830 thousand euros are, whilst awaiting renewal of the Contratto di Programma (Planning Agreement) for the three-year period 2009-2011, estimated on the basis of the best available information from previous Contratti di Programma (Planning Agreements) and Interministerial Committee for Economic Planning (CIPE) “Guidelines for Regulation of the Postal Sector”. Publisher and electoral tariff subsidies include: • 242,573 thousand euros representing the amounts due from the Publishing department of the Cabinet Office to cover the cost of the preferential rates offered to publishers and non-profit organisations. The amount due was calculated on the basis of the tariffs established in the Ministry of Communications (now the Ministry for Economic Development) Decree of 23 November 2002 and governed by Law 46 of 27 February 2004. With regard to the financial year ended 31 December 2009, the subsidies to cover the discounts granted by the Parent Company have not been allocated in the Cabinet Office’s budget; • 67,441 thousand euros in amounts paid by the State to cover reductions and preferential prices granted to election candidates under Law 515/93. This amount is also not covered by the MEF’s budget. BANCOPOSTA SERVICES These revenues break down as follows: 26.3 - BancoPosta services Item 2009 2008 Fees for collection of postal savings deposits Income from investment of postal current account deposits Commissions on bills processed Other revenues from current account services (*) Commissions on the sale of life assurance products Income from delegated services Distribution of loan products Commissions on credit certificates Money transfers Fees for issue and use of prepaid cards Securities custody Distribution of investment funds Other financial products and services 1,600,000 1,319,900 622,876 535,314 218,382 202,442 181,095 158,431 78,444 58,768 24,496 2,469 36,800 1,364,548 1,383,380 611,135 502,108 210,696 189,516 70,345 241,219 81,919 49,132 26,680 19,944 30,849 Total 5,039,417 4,781,471 (*) Balance for 2008 adjusted in application of IFRIC 13 (note 2.2). Fees for the collection of savings deposits regard payment for managing, issuing and redeeming Postal Savings Certificates and payments into and withdrawals from Posta Savings books. These services are provided by Poste Italiane SpA on behalf of Cassa Depositi e Prestiti. 1,600,000 thousand euros of the accrued amount for 2009 was determined in relation to the achievement of targets for savings deposits set out in the agreement entered into on 30 July 2009. This agreement expired on 31 December 2009 and a new agreement, governing the provision of this service in 2010, was signed on 10 March 2010. Poste Italiane | Annual Report Notes to the financial statements 317 Income from the investment of postal current account deposits breaks down as follows: 26.4 - Income from the investment of postal current account deposits Item Income from investments in securities Interest income on HTM securities Interest income on AFS financial assets Interest income on securities held for trading Interest income on asset swaps of AFS financial assets Income from deposits held with the MEF Remuneration of current account deposits (deposited with the MEF) Net remuneration of Company’s own liquidity recognised in finance income and costs Total 2009 2008 1,112,073 516,695 543,453 1,825 50,100 1,052,569 510,292 528,412 936 12,929 214,296 214,296 355,564 355,564 (6,469) (24,753) 1,319,900 1,383,380 Income from investments in securities Interest income on securities derives from the investment of deposits paid into postal current accounts by private customers. The total includes the impact of the cash flow hedges described in note 14.4. Income from deposits held with the MEF Remuneration of postal current account deposits represents accrued interest for the year on deposits held with the MEF. The floating rate used to determine the remuneration has been calculated in accordance with the Agreement with the MEF approved by specific Ministerial Decree on 7 April 2009 (note 14). Net remuneration of the Company’s own liquidity deposited in postal current accounts This item is shown separately in Finance income and costs (note 34). Other revenues from current account services primarily regard current account charges (189,143 thousand euros), fees on amounts collected and on statements of account sent to large customers (138,256 thousand euros), annual fees on debit cards (62,623 thousand euros) and on debit card transactions (69,120 thousand euros). Income from delegated services primarily regards amounts received for the payment of pensions disbursed by INPS (106,614 thousand euros) and INPDAP (15,789 thousand euros), and for treasury services carried out by the Company in 2009 on the basis of the Agreement with the MEF (63,912 thousand euros). Revenues from the distribution of loan products by regard commissions on the sale of personal loans and mortgages provided by third parties (181,095 thousand euros). Commissions on credit certificates primarily regard income from the placement of bonds issued by leading credit institutions (150,557 thousand euros) and from government securities (7,874 thousand euros). Revenues from money transfers primarily regard commissions collected on national money orders (56,010 thousand euros), Moneygram transfers (15,844 thousand euros) and Eurogiros (6,142 thousand euros). Revenues generated by the distribution of investment funds from the second half of 2008 do not include management fees which, in accordance with the Markets in Financial Instruments Directive by the EU (Directive 2004/39/EC, “MiFID”), are attributable entirely to the manager, BancoPosta Fondi SpA SGR.Revenues from other financial products and services primarily include revenues from the tax collection service (5,300 thousand euros). Financial statements 318 OTHER SALES OF GOODS AND SERVICES This income from ordinary activities is not attributable to the specific Postal and BancoPosta segments. The main components include: fees received for collecting applications for residence permits and other permits, totalling 25,876 thousand euros (27,580 thousand euros in 2008), income from the provision of ancillary franking and packaging services, totalling 10,491 thousand euros (11,081 thousand euros in 2008) and income from call centre services, amounting to 7,837 thousand euros (5,550 thousand euros in 2008). 27 - OTHER INCOME FROM FINANCIAL ACTIVITIES Other income from financial activities consists of the following: 27.1 - Other income from financial and insurance activities Item 2009 2008 Income from financial instruments at fair value through profit or loss Fair value gains Realised gains 46,327 46,327 4,422 3,612 810 Income from held-to-maturity investments Realised gains 72,638 72,638 - Income from available-for-sale financial assets Realised gains 41,487 41,487 51,095 51,095 7,521 7,521 1,320 463 857 - (755) 167,973 56,082 2009 2008 56,577 13,397 36,752 11,123 16,706 3,177 104 56,359 35,187 14,044 36,492 16,070 13,276 3,029 259 20,938 194,195 139,295 Finance income from forward purchases Fair value gains Realised gains Remuneration of Company’s own liquidity recognised in finance income Total 28 - OTHER OPERATING INCOME This item primarily regards the following: 28.1 - Other operating income Item Gains on disposals Lease rentals Increases to estimates for previous years Recovery of cost of seconded staff Recovery of contract expenses and other recoveries Invalidated money orders Grants related to income Other income and sundry revenues Total Poste Italiane | Annual Report Notes to the financial statements 319 GAINS ON DISPOSALS 28.2 - Gains on disposals Item 2009 2008 Gains on disposal of operating property and land Gains on disposal of investment property Gains on disposal of other operating assets 34,894 7,851 13,832 22,940 9,134 3,113 Total 56,577 35,187 For the purposes of reconciliation with the statement of cash flows, in 2009 the net gains in question amount to 54,893 thousand euros, after losses of 1,684 thousand euros (note 33). In 2008, this item amounted to 29,293 thousand euros, after losses of 5,894 thousand euros. LEASE RENTALS 28.3 - Lease rentals Item 2009 2008 Rental income from investment property Residential properties Service accommodation 4,615 4,610 5 4,971 4,965 6 Rental income on commercial property Intercompany rentals Antenna sites Other rental income 5,750 2,238 985 2,527 5,697 2,412 849 2,436 Recovery of expenses, transaction costs and other income (1) 3,032 3,376 13,397 14,044 Total (1) This item primarily regards the recovery of costs incurred directly by Poste Italiane SpA and recharged to tenants. This category does not include extraordinary maintenance costs. Under the relevant lease agreements, tenants usually have the right to break off the lease with six months notice. Given the resulting lack of certainty, the expected revenue flows from these leases are not referred to in these notes. No significant extraordinary maintenance costs were transferred to tenants via increases in rents. OTHER INCOME AND SUNDRY REVENUES This item includes, among Other items, income from the settlement of disputes between the Company and third parties. A large proportion of this item for 2009 regards this type of income. Financial statements 320 29 - COST OF GOODS AND SERVICES This item breaks down as follows: 29.1 - Cost of goods and services Item 2009 2008 Services Lease expense Interest expense paid to current account holders Raw, ancillary and consumable materials and goods for resale 1,511,212 285,495 131,359 117,026 1,536,223 277,677 162,405 133,421 Total 2,045,092 2,109,726 2009 2008 386,206 169,918 154,395 119,253 107,273 91,953 85,399 83,930 79,192 58,850 45,776 39,429 31,411 21,515 14,136 13,966 8,422 188 439,412 165,343 113,223 119,710 112,443 82,875 87,500 88,689 80,487 59,317 37,812 45,041 39,577 25,941 15,203 12,536 10,923 191 1,511,212 1,536,223 (*) (*) Balance for 2008 adjusted in application of IFRIC 13 (note 2.2). SERVICES This item breaks down as follows: 29.2 - Services Item Transport of mail, parcels and forms Routine maintenance and technical assistance Personnel services Energy and water Outsourcing fees and other external service charges (*) Telecommunications and data transmission Transport of cash Mail, telegraph and telex Cleaning, waste disposal and security Printing and enveloping services Credit and debit card fees and charges Consultants’ fees and legal expenses Advertising and promotions Automated services for the Department of Land Transportation Agents’ commissions and other Insurance premiums Securities custody fees Remuneration of Statutory Auditors Total (*) Balance for 2008 adjusted in application of IFRIC 13 (note 2.2). Poste Italiane | Annual Report Notes to the financial statements 321 Details of the remuneration paid to Statutory Auditors are provided below: 29.3 - Remuneration of Statutory Auditors Item 2009 2008 Remuneration Expenses 151 37 151 40 Total 188 191 2009 2008 Property rentals Lease rentals Ancillary costs Vehicle leases Equipment hire and software licenses Other lease expense 159,931 150,841 9,090 73,534 44,300 7,730 153,775 145,315 8,460 71,655 43,340 8,907 Total 285,495 277,677 LEASE EXPENSE Lease expense breaks down as follows: 29.4 - Lease expense Item The cost of leasing operating properties regards the buildings from which the Company operates (post offices, Delivery Offices, Sorting Centres). Under the relevant lease agreements, rents are increased annually on the basis of the price index published by the National Office of Statistics (ISTAT). Lease terms are generally six years, renewable for a further six. Renewal is assured via the clause stating that the lessor "waives the option of refusing renewal on expiry of the first term", by which the lessor, once the agreement has been signed, cannot refuse to renew the lease, except in cases of force majeure. Moreover, Poste Italiane SpA, in accordance with the standard contract form, have the right to withdraw from the contract at any time, giving six months notice. INTEREST EXPENSE PAID TO CURRENT ACCOUNT HOLDERS The rate paid to retail customers was 0.50% until 31 May 2009 and 0.25% from 1 June 2009 (0.50% throughout 2008). Financial statements 322 RAW, ANCILLARY AND CONSUMABLE MATERIALS AND GOODS FOR RESALE This item breaks down as follows: 29.5 - Raw, ancillary and consumable materials and goods for resale Item 2009 2008 42,779 32,046 20,521 21,680 52,341 33,324 23,632 24,124 117,026 133,421 Item 2009 2008 Expenses deriving from financial instruments at fair value through profit or loss Fair value losses Realised losses 1,311 125 1,186 5,609 2,499 3,110 Realised losses on available-for-sale financial assets Realised losses on held-to-maturity securities - 1,486 42 Finance costs on forward purchases Fair value losses Realised losses Remuneration of Company’s own liquidity recognised in finance income - 4,215 3,800 415 (68) 1,311 11,284 Fuels and lubricants Printed matter and stationery Printing of postage and revenue stamps Consumables and goods for resale Total 30 - OTHER EXPENSES FROM FINANCIAL ACTIVITIES Other expenses from financial activities consist of the following: 30.1 - Other expenses from financial activities Total Poste Italiane | Annual Report Notes to the financial statements 323 31 - STAFF COSTS Staff costs include the cost of staff seconded to other organisations. The recovery of such expenses is posted to Other operating income. Staff costs break down as follows: 31.1 - Staff costs Item Note 2009 2008 Wages and salaries Social security contributions Provisions for staff termination benefits: supplementary pension funds and INPS Agency staff Remuneration and expenses paid to Directors Redundancy payments Net provisions for disputes with staff [20.2] Provisions for restructuring charges [20.2] Other staff costs/(cost recoveries) 4,258,386 1,177,813 266,004 1,938 2,032 169,914 196,886 115,000 (15,032) 4,262,713 1,074,701 252,082 9,664 1,176 54,747 432,361 (4,347) Total costs Income from fixed-term contracts settlement of 10 July 2008 6,172,941 (121,007) 6,083,097 (203,104) Total 6,051,934 5,879,993 Item 2009 2008 Remuneration Expenses 1,931 101 1,086 90 Total 2,032 1,176 Details of the remuneration paid to Directors are provided below: 31.2 - Remuneration and expenses paid to Directors From 1 January 2009, following the entry into force of art. 20 of Law 133/2008, Poste Italiane SpA is required to pay contributions to INPS to cover maternity and involuntary unemployment benefits, which are not provided by IPOST. This is the reason for the increase in the amount payable to INPS at 31 December 2009. Cost items relating to staff termination benefits are described in note 21. Net provisions for disputes with staff and those for restructuring charges are described in note 20.2. Cost recoveries primarily regard revised estimates for previous years. Income from the fixed-term contracts settlement of 10 July 2008 refers to further acceptances during early 2009, following the agreement reached between Poste Italiane SpA and the labour unions regarding the re-employment by court order of staff previously employed on fixed-term contracts. The agreement has resulted in conversion of the previous temporary contracts to permanent arrangements for approximately 3,500 staff who, at 10 July 2008, were employed by the Company by virtue of a judicial ruling that had not yet become final. This was effected by means of individual agreements, under which each member of staff waived any legal or financial claim deriving from the sentence requiring their re-employment, and approximately 2,900 staff agreed to return any amounts paid by the Company for periods during which they did not work, and which the Company had charged to the income statement in previous years. These amounts, which are to be repaid in variable interest-free instalments by 2029, total approximately 142 million euros, representing gross salaries, contributions attributable to the Company and accrued termination benefits. Compared with the above face value of the Financial statements 324 amounts to be returned, the amount of 121,007 thousand euros recognised in the income statement for the year represents the present value of income deriving from the settlement. This present value was calculated on the basis of the expected cash flows deriving from collection of the amounts due under the individual agreements (based on the forward yield curve for government securities at 30 June 2009), and those deriving from amounts due from IPOST, set out in a specific agreement with the social security institute dated 23 December 2009 (based on the forward yield curve for government securities at 31 December 2009). The following table shows the average and year-end headcounts by category: 31.3 - Headcount Average number Category Senior managers A1 A2 B, C, D E, F Total permanent staff (*) (*) Year-end number 2009 2008 31 Dec 2009 31 Dec 2008 627 5,750 8,119 127,487 6,143 643 5,674 7,701 128,146 5,242 602 5,663 8,010 124,520 6,107 629 5,686 7,973 127,469 6,165 148,126 147,406 144,902 147,922 Figures expressed in full-time equivalent terms. Taking account of staff on flexible contracts, the average number of full-time equivalent staff in 2009 was 150,793 (153,149 in 2008). 32 - DEPRECIATION, AMORTISATION AND IMPAIRMENTS These items break down as follows: 32.1 - Depreciation, amortisation and impairments Item 2009 2008 347,834 92,126 136,026 17,497 20,059 82,126 13,448 349,385 89,771 135,739 20,797 25,278 77,800 (51) 4,311 (1,817) 5,089 (6,092) Amortisation of intangible assets Industrial patents and intellectual property rights Concessions, licences, trademarks and similar rights Other 140,646 140,553 93 - 143,704 143,247 91 366 Total 504,422 492,035 Depreciation of property, plant and machinery Operating properties Plant and machinery Industrial and commercial equipment Leasehold improvements Other assets Impairments/recoveries/adjustments of property, plant and equipment Depreciation of investment property Impairments/recoveries/adjustments of investment property Poste Italiane | Annual Report Notes to the financial statements 325 33 - OTHER OPERATING COSTS Other operating costs break down as follows: 33.1 - Other operating costs Item Note 2009 2008 Provisions and losses on doubtful debts (uses of provisions) Provisions for receivables due from customers Provisions for receivables due from parent Provisions for sundry receivables Losses on receivables (*) [11.3] [11.6] [13.2] 27,796 (20,031) 23,211 20,181 4,435 102,321 44,779 46,145 11,395 2 Occurrence of operational risks Robberies Reversal of BancoPosta assets, net of recoveries Other operating losses of BancoPosta [22.5] [22.7] 29,875 9,964 1,166 18,745 32,134 10,997 2,884 18,253 75,195 3,933 18,968 52,294 67,370 40,800 7,936 18,634 1,684 5,894 36,144 16,374 9,010 9,875 39,485 16,590 8,216 14,679 [20.2] 885 - [7.2] 20,658 20,504 20,145 12,337 21,896 211,856 301,582 Net provisions for liabilities and charges made/(used) (1) for disputes with third parties for non-recurring BancoPosta liabilities (**) other [20.2] [20.2] [20.2] Losses Other taxes and duties Municipal property tax Urban waste tax Other Net provisions (uses) of provisions for taxation and social security contributions (1) Revised estimates and assessments for previous years Impairments of investments Other current costs Total (*) (**) (1) Including 4,431 thousand euros described in note 11.2. Balance for 2008 adjusted in application of IFRIC 13 (note 2.2). For the purposes of reconciliation with the statement of cash flows, in 2009 this item amount to 76,080 thousand euros (67,370 thousand euros in 2008). Financial statements 326 34 - FINANCE INCOME AND COSTS FINANCE INCOME 34.1 - Finance income Item 2009 2008 Income from subsidiaries (1) Interest on receivables Interest on intercompany current accounts 17,679 15,922 1,757 24,407 19,040 5,367 Income from available-for-sale financial assets Interest on fiduciary deposits (1) Interest on fixed income instruments (1) Realised gains Dividends from other investments 9,979 2,004 7,821 154 48,350 5,632 14,425 27,092 1,201 112,357 43,801 6,469 2,467 56,217 2,945 (2,861) 3,319 186,092 69,795 25,440 26,045 57,817 2,941 (2,939) 6,993 4,501 6,195 8 3,449 144,524 268,493 Other finance income (1) Interest from parent (2) Remuneration of Poste Italiane SpA’s liquidity Interest on term bank accounts Finance income on discounted receivables (3) Overdue interest Impairment of amounts due as overdue interest Other Foreign exchange gains Revaluations Total (1) (2) (3) For the purposes of reconciliation with the statement of cash flows, for 2009 these items amount to 139,861 thousand euros (230,556 thousand euros in 2008). Interest income from the parent includes: • 43,423 thousand euros as interest payable under Law 887/84, to cover the accrued portion of the interest due on the loans issued by Cassa Depositi e Prestiti (described in note 8.3), including 11,665 thousand euros accrued in 2009 and 31,758 thousand euros accrued in previous years; • 378 thousand euros in interest on the account held at the Italian Treasury. Finance income on discounted receivables regards: 31,772 thousand euros in accrued interest on the amount due from the MEF (note 8.3), 14,967 thousand euros in interest on amounts due for the publisher tariff subsidies described in note 11.2, and 9,478 thousand euros in interest on amounts due from staff under the fixed-term contracts settlements of 2006 and 2008 (note 10.1). Poste Italiane | Annual Report Notes to the financial statements 327 FINANCE COSTS 34.2 - Finance costs Item Note Finance costs on bonds on shareholder loans on bank borrowings on other borrowings paid to the parent on derivative financial instruments on amounts payable to subsidiaries (1) Finance costs on provisions for staff termination benefits (1) Finance costs on provisions for liabilities (1) Finance costs on discounted amounts payable to Solidarity Fund (1) Interest on amounts payable under EC Decision of 16 July 2008 (1) Other finance costs (1) Foreign exchange losses Total (1) [21.1] [20.2] [25.3] 2009 2008 95,201 38,867 32,712 12,417 5,578 228 4,370 1,029 122,997 38,958 38,746 32,410 7,412 315 146 5,010 68,497 1,747 1,763 73,540 2,373 4,442 3,842 2,929 19,673 3,942 5,126 173,979 232,093 For the purposes of reconciliation with the statement of cash flows, for 2009 these items amount to 171,050 thousand euros (226,967 thousand euros in 2008). Financial statements 328 35 - INCOME TAX EXPENSE 35.1 - Income tax expense 2009 Item Current tax expense Substitute tax Deferred tax assets Deferred tax liabilities Total 2008 IRES IRAP Total IRES IRAP Total 385,700 49,350 15,321 (82,910) 276,139 (4,595) (6,491) 661,839 49,350 10,726 (89,401) 438,688 81,932 (85,566) (127,237) 269,864 (5,384) (17,870) 708,552 81,932 (90,950) (145,107) 367,461 265,053 632,514 307,817 246,610 554,427 IRES IRAP Total The effective tax rate for 2009 is 46.2% and breaks down as follows: 35.2 - Reconciliation between statutory and effective tax rate 2009 IRES Profit before tax Statutory tax rate IRAP 2008 Total 1,369,174 27.5% 1,275,223 27.5% Contingent liabilities and other permanent differences 2.7% 2.0% Non-deductible taxes (municipal property tax) 0.3% 0.3% Effect of increases/(decreases) on statutory tax rate Tax rate for the year Realignment of tax bases of assets and liabilities and carrying amounts and taxation for previous years 30.5% 20.2% 50.7% 29.8% 21.1% 50.9% -3.7% -0.8% -4.5% -5.7% -1.8% -7.5% Effective rate 26.8% 19.4% 46.2% 24.1% 19.3% 43.4% In 2009 the Company exercised the option granted by art. 15 of Legislative Decree 185/2008, converted into Law 2/2009, and realigned the tax bases of assets and liabilities with their corresponding statutory amounts. This realignment regarded: • differences arising on first-time application of IAS/IFRS in the financial statements for the year ended 31 December 2005, which were rendered deductible by the payment of substitute tax of 49,350 thousand euros; following this transaction, the deferred tax that gave rise to a component of income, totalling 91,199 thousand euros, was recalculated; • differences between the carrying amounts of assets and liabilities and their tax bases arising after adoption of IAS/IFRS (at 31 December 2008 amounting to a taxable amount of approximately 253 million euros), which became deductible in 5 equal instalments from 2009 and in the four subsequent years, with an expected saving of current tax expense of approximately 70 million euros; the exercise of this option did not have any effect on the income statement, in that the reduction in current tax expense is offset by expenses deriving from the elimination of the corresponding deferred tax assets recognised in the years from 2005 to 2008. Finally, as a result of art. 6 of the Law Decree of 29 November 2008, converted into Law 2 of 28 January 2009, following the decision to claim a rebate of the non-deductible 10% of IRAP paid in 2007, in 2009 the related credit of 10,270 thousand euros has been recognised in the income statement for 2009 (note 12). The positive impact of the above non-recurring events was, therefore, 52,119 thousand euros. The high tax rate for IRAP is essentially due to the non-deductibility of the main components of staff costs and other related expenses, totalling approximately 4,883 million euros (4,643 million euros in 2008). Poste Italiane | Annual Report Notes to the financial statements 329 36 - RELATED PARTY TRANSACTIONS IMPACT OF RELATED PARTY TRANSACTIONS ON THE FINANCIAL POSITION AND RESULTS OF OPERATIONS The impact of related party transactions on the financial position and results of operations is shown in the following tables 36.1 and 36.4. 36.1 - Impact of related party transactions on the financial position at 31 December 2008 Balance at 31 Dec 2008 Name Direct subsidiaries BancoPosta Fondi SpA SGR CLP ScpA Consorzio Servizi Telef. Mobile ScpA Consorzio Poste Contact EGI SpA Mistral Air Srl Poste Energia SpA Poste Italiane Trasporti SpA Poste Link Scrl Poste Tributi ScpA Poste Tutela SpA Poste Vita SpA Poste Voice SpA Postecom SpA Postel SpA PosteMobile SpA PosteShop SpA SDA Express Courier SpA Indirect subsidiaries Address Software Srl Consorzio Poste Welfare Docutel SpA Italia Logistica Srl (1) Poste Assicura SpA PostelPrint SpA Uptime SpA (1) Financial assets Joint venture. Financial statements Other assets Financial liabilities Liabilities attrib. to BancoPosta Trade payables Other liabilities 3,491 349,089 101,673 47,553 - 9,452 2,817 30 839 496 319 654 270 4,032 724 359 42,340 88 757 169,821 10,952 3,065 1,968 1,978 11 - 25,114 120 99,295 5,774 1,986 2 804 9,586 1,842 758 320 139 - 371 188 1,489 33,258 267 191 36 4,805 64 825 38,550 1,543 933 4,525 4,387 2,744 600 9 55,388 2,497 4 969 110 9,251 8,612 82 1,470 33,529 6,877 3 54,486 3,786 5,425 339 23,329 30,481 175 3,164 4 4,985 - - 3 25 9 1,122 62 249 40 - 20 - 5 1,203 1 6 33 3,179 - 1 213 1,649 52,612 - 74 - - 45 - - 20 - - - 5,546,358 5,546,358 - 1,029,078 957,534 71,544 755,381 67 1 173 - 7,768 7,768 - 840,235 - (120,194) (120,194) 692,650 - 158,359 158,359 19 2,520 - 497,712 497,712 52,693 - 24 85 14 27,732 1,994 17,632 142 5 7 54 15 61 2 - - - 14,194 1,760 18,312 921 248 82,908 1,464 - - 5,546,358 (84,542) 1,998,463 (6,298) 3,459 985,995 671,679 541,346 589,288 Associates Consorzio ANAC Docugest SpA Related parties external to the Company Ministry of the Economy and Finance 905,549 Direct relations 905,549 Agencies and other local offices Former government procurement department Cassa Depositi e Prestiti Group 102,230 Coni Servizi Consap SpA Enav SpA EUR SpA Fondoposte Pension Fund Agenzia Nazionale Attrazione Investimenti e Sviluppo Impresa Group Alitalia Group Anas Group Enel Group Eni Group Equitalia Group Ferrovie dello Stato Group Finmeccanica Group Fintecna Group Istituto Poligrafico Zecca dello Stato Group RAI Group Sogei Group Sviluppo Mercato Fondi Pensione SpA Provisions for doubtful debts due from external related parties Total 1,509,585 (1) Assets attrib. to Trade BancoPosta receivables 330 36.2 - Impact of related party transactions on the financial position at 31 December 2009 Balance at 31 Dec 2009 Name Direct subsidiaries BancoPosta Fondi SpA SGR CLP ScpA Consorzio Servizi Telef. Mobile ScpA Consorzio Poste Contact EGI SpA Mistral Air Srl Poste Energia SpA Poste Italiane Trasporti SpA Poste Link Scrl Poste Tributi ScpA Poste Tutela SpA Poste Vita SpA Poste Voice SpA Postecom SpA Postel SpA PosteMobile SpA PosteShop SpA SDA Express Courier SpA Financial assets Assets attrib. to Trade BancoPosta receivables Other assets Financial liabilities Liabilities attrib. to BancoPosta Trade payables Other liabilities 4,671 346,706 95,362 62,441 - 2,665 3,405 30 982 555 783 698 426 2,431 1,223 342 35,377 98 1,812 197,914 11,851 6,491 2,944 1,075 11 - 18,010 61 160,856 4,120 2,244 2 1,351 17,769 100,058 15,219 5,077 651 - 41 66 1,824 7,913 99 1,285 105 663 146 1,482 28,464 179 1,196 26,316 13,519 4,982 513 10 70,902 1,985 5 2,003 110 23,353 10,198 12 1,165 25,823 3,406 6 28,896 1,050 252 276 11,442 36 1,262 175 2,245 7,509 - - 21 1 823 63 166 - - 5 6 7,518 5,128 1 197 517 57,409 153 - - 2 111 40 - - 16 - - - Ministry of the Economy and Finance 769,500 Direct relations 769,500 Agencies and other local offices Former government procurement department - 6,804,803 6,804,803 - 1,283,237 1,201,427 81,810 - 6,540 6,540 - - (16,170) (16,170) - 172,319 172,319 12,140 12,140 - - 938,601 68 5 308 30 21,632 526 32,661 347 9 6 16 108 17 5 1 - 679,517 - 86,936 - 21 41 882 669 16,390 953 435 61,607 183 1,034 2 - 14,929 59,828 - (5,071) - - - - 2,555 1,004,935 172,232 493,554 98,277 Indirect subsidiaries Address Software Srl Consorzio Poste Welfare Docutel SpA Italia Logistica Srl (1) Poste Assicura SpA PostelPrint SpA Associates Consorzio ANAC Docugest SpA Uptime SpA Related parties external to the Company Cassa Depositi e Prestiti Group Coni Servizi Consap SpA Enav SpA EUR SpA Fondoposte Pension Fund Anas Group Enel Group Eni Group Equitalia Group Ferrovie dello Stato Group Finmeccanica Group Fintecna Group Invitalia Group Istituto Poligrafico Zecca dello Stato Group RAI Group Sogei SpA Sviluppo Mercato Fondi Pensione SpA Provisions for doubtful debts due from external related parties Total (1) 101,143 - - (108,090) 1,379,823 6,804,803 2,440,741 Joint venture. At 31 December 2009 Provisions for liabilities and charges made to cover probable liabilities arising from transactions with related parties external to the Company and regarding trading relations amount to 46,974 thousand euros (122,833 thousand euros at 31 December 2008). Poste Italiane | Annual Report Notes to the financial statements 331 36.3 - Impact of related party transactions on the results of operations 2008 Revenue Costs Capital expenditure Name Other operating Revenues income Finance income PPE Intangible assets Goods and services Current expenditure Other Staff operating costs costs Finance costs Direct subsidiaries BancoPosta Fondi SpA SGR CLP ScpA Consorzio Servizi Telef. Mobile ScpA Consorzio Poste Contact EGI SpA Mistral Air Srl Poste Energia SpA Poste Italiane Trasporti SpA Poste Link Scrl PosteMobile SpA Poste Tributi ScpA Poste Tutela SpA Poste Vita SpA Postecom SpA Postel SpA PosteShop SpA Poste Voice SpA SDA Express Courier SpA Indirect subsidiaries Address Software Srl Consorzio Poste Welfare Chronopost International Italia SpA Docutel SpA Poste Assicura SpA PostelPrint SpA Uptime SpA (1) Italia Logistica Srl (1) Associates Docugest SpA Consorzio ANAC 20,741 551 30 276 182 215 558 130 3,939 10,141 70 210 212,311 1,052 12,518 5,737 100 2,062 2,117 92 1 739 142 55 522 267 540 1,340 1,573 253 1,224 1,589 1,592 598 166 20 100 17,870 4,558 1,693 4,714 765 6 - 24 1,107 19,365 86 12 131,994 783 5 10,035 6 85,144 40,945 9 4,132 92,220 9,421 47,393 25 402 4 67,285 1,372 40 605 21 - 6 273 77 17 76 1,470 2 1 113 473 5 1,825 1 93 26 1 164 36 404 1,577 385 19 - 8 22 22 62 186 80 179 820 - - 1,231 - 1 1,033 116,161 24 - 777 - 1 - - - - - - - - - - 366 366 58 35 119,868 119,868 2,230 - - 54 - 87 2,286 - 18,191 48,109 46,010 2,099 - 19,988 19,988 38,746 - 13 - - 77,524 - 8,634 48 26,936 5,519 38,939 677 809 52,955 17,711 - - 13 19 156 - - 14,115 146,505 83,009 30,549 752,952 20,229 51,109 63,744 Related parties external to the Company Ministry of the Economy and Finance 911,994 Direct relations 839,827 Agencies and other local offices 72,167 Former government procurement department Cassa Depositi e Prestiti Group 1,364,705 Cinecittà Holding SpA 6 Coni Servizi 1,231 Consap SpA 124 Consip SpA 28 Enav SpA 224 EUR SpA Fondoposte Pension Fund 84 Agenzia Nazionale Attrazione Investimenti e Sviluppo Impresa Group 86 Alitalia Group 298 Anas Group 559 Enel Group 138,700 Eni Group 21,584 Equitalia Group 52,681 Ferrovie dello Stato Group 594 Finmeccanica Group 172 Fintecna Group 303 Gestore Servizi Elettrici Group 116 Istituto Poligrafico Zecca dello Stato Group 4,297 Italia Lavoro Group 11 RAI Group 17,692 SACE Group 80 Sogei Group 409 Sogin Group Sicot Srl 56 Sviluppo Mercato Fondi Pensione SpA 11 Total (1) Joint venture. Financial statements 2,787,248 332 36.4 - Impact of related party transactions on the results of operations 2009 Revenue Costs Capital expenditure Name Other operating Revenues income Finance income PPE Intangible assets Goods and services Current expenditure Other Staff operating costs costs Finance costs Direct subsidiaries 3,497 765 30 16 186 239 64 181 1,344 226 208 222,993 107 1,253 13,365 9,713 5,792 1,734 2,088 483 1 460 137 456 691 385 1,326 1,849 490 1,527 1,177 456 1,466 419 72 4 14,588 1,798 1,217 4,210 2 - 327 11 12,005 - 14 143,380 6,310 7 12,047 6 90,140 37,186 16 81 93,789 4,552 8 46,675 180 293 382 51,164 119 83 193 1,045 1,432 22 1,692 96 96 14 1 7 1,093 23 17 10 8 10 224 159 1 683 19 14 7 57 7 73 6 2 - 19 19 1 45 63 154 707 789 - - 1,251 1 1,416 113,229 - 845 - 1 147 - - - - - - - - - Ministry of the Economy and Finance 815,152 Direct relations 712,907 Agencies and other local offices 102,245 Former government procurement department - 7,272 6,042 1,230 - 85,762 85,762 - - - - - 25,200 22,764 2,436 - 228 228 - BancoPosta Fondi SpA SGR CLP ScpA Consorzio Servizi Telef. Mobile ScpA Consorzio Poste Contact EGI SpA Mistral Air Srl Poste Energia SpA Poste Italiane Trasporti SpA Poste Link Scrl Poste Tributi ScpA Poste Tutela SpA Poste Vita SpA Poste Voice SpA Postecom SpA Postel SpA PosteMobile SpA PosteShop SpA SDA Express Courier SpA Indirect subsidiaries Address Software Srl Consorzio Poste Welfare Docutel SpA Italia Logistica Srl (1) Poste Assicura SpA PostelPrint SpA Associates Consorzio ANAC Docugest SpA Uptime SpA Related parties external to the Company Cassa Depositi e Prestiti Group Cinecittà Holding SpA Coni Servizi Consap SpA Consip SpA Enav SpA EUR SpA Fondoposte Pension Fund Anas Group Enel Group Eni Group Equitalia Group Ferrovie dello Stato Group Finmeccanica Group Fintecna Group Gestore Servizi Elettrici Group Invitalia Group Istituto Poligrafico Zecca dello Stato Group Italia Lavoro Group RAI Group SACE Group Sogei Group Sogin Group Sicot Srl Sviluppo Mercato Fondi Pensione SpA 1,600,209 7 995 124 20 190 3 668 132,352 19,988 80,178 775 138 277 162 41 1,943 22 9,398 93 25 2 63 9 60 278 13 - 2,409 - 38,012 - 7,227 18 91 2,842 1,896 35,351 678 1,567 55,252 11 15,188 - 28,529 - 26 2 - 32,712 - Total 2,924,996 22,530 105,850 42,224 20,839 713,752 31,401 29,386 33,968 (1) Joint venture. Poste Italiane | Annual Report Notes to the financial statements 333 At 31 December 2009 Provisions for liabilities and charges made to cover probable liabilities arising from transactions with related parties external to the Company and regarding trading relations amount to 3,570 thousand euros (67,466 thousand euros at 31 December 2008). The nature of the principal transactions with related parties external to the Company is summarised below. • Amounts received from the MEF primarily refer to payment for carrying out the Universal Service Obligation (USO), the management of postal current accounts, as reimbursement for electoral tariff reductions and subsidies, and as payment for delegated services, integrated e-mail services, the franking of mail on credit, and for collection of tax returns. • Amounts received from CDP SpA primarily refer to payment for the collection of postal savings deposits. • Amounts received from the Enel Group primarily refer to payment bulk mail shipments, unfranked mail, franking of mail on credit and postage paid mailing services, etc. The costs incurred primarily regard the supply of electricity and gas. • Amounts received from the Equitalia Group primarily refer to payment for the integrated notification service and for unfranked mail. The costs incurred primarily regard electronic transmission of tax collection data. • Amounts received from the ENI Group primarily refer to payment for bulk mail shipments, etc. The costs incurred primarily regard the supply of fuel for motorcycles and vehicles and the supply of gas. • Purchases from the Finmeccanica Group primarily refer to the supply, by Elsag Datamat SpA, of equipment, maintenance and technical assistance for mechanised sorting equipment, and systems and IT assistance regarding the creation of document storage facilities, specialist consulting and software maintenance, and the supply of software licences and of hardware. KEY MANAGEMENT PERSONNEL Key management personnel refers to Directors of Poste Italiane SpA and the Company’s first-line managers. The related remuneration, including social and pension contributions, is as follows: 36.5 - Remuneration of key management personnel Item 2009 2008 Remuneration paid in short term Post-employment benefits 13,268 522 11,804 3,261 Total 13,790 15,065 No loans were granted to key management personnel during the year and at 31 December 2009 the Company does not report receivables in respect of loans granted to such personnel. TRANSACTIONS WITH STAFF PENSIONS FUNDS Poste Italiane SpA and its subsidiaries that apply the National Collective Labour Contract are members of the Fondoposte Pension Fund, which is the national supplementary pension fund for non-managerial staff. As indicated in article 14, paragraph 1 of Fondoposte’s Bylaws, the representation of members among the various officers and boards (the General Meeting of delegates, the Board of Directors, Chairman and Deputy Chairman, Board of Statutory Auditors) is shared equally between the workers and the companies that are members of the Fund. Among other things, the Fund’s Board of Directors takes decisions regarding: • the general criteria for the allocation of investment risk and for investment policies; • the choice of fund manager and depositary bank. Financial statements 334 37 - OTHER INFORMATION POSTAL SAVINGS DEPOSITS Postal savings deposits collected in the name of and on behalf of Cassa Depositi e Prestiti are shown in the table below, which breaks deposits down by category. 37.1 - Postal savings deposits Item 31 Dec 2009 31 Dec 2008 Postal savings books Interest-bearing Postal Certificates: Cassa Depositi e Prestiti Ministry of the Economy and Finance 91,119,705 192,617,608 102,904,310 89,713,298 81,800,655 185,542,713 95,696,530 89,846,183 Total 283,737,313 267,343,368 31 Dec 2009 31 Dec 2008 68,911 88 48,762 534,968 550,112 183,128 33 88,404 601,128 466,931 1,202,841 1,339,624 The above amounts include accrued and unpaid interest. COMMITMENTS Purchase commitments given by Poste Italiane SpA are summarised below: 37.2 - Purchase commitments Item Property, plant and equipment Investment property Intangible assets Goods and services Property leases Total Future commitments with respect to property leases (see note 29.4), which may generally be broken off with six months notice, break down as follows according to due date: 37.3 - Property lease commitments Item 31 Dec 2009 31 Dec 2008 Lease rentals due: Within 12 months Between 2 and 5 years After 5 years 132,483 351,652 65,977 134,583 312,245 20,103 Total 550,112 466,931 Poste Italiane | Annual Report Notes to the financial statements 335 GUARANTEES Personal guarantees issued by Poste Italiane SpA are as follows: 37.4 - Guarantees Item 31 Dec 2009 31 Dec 2008 Sureties and other guarantees issued: Issued by Poste Italiane SpA in its own interests in favour of third parties Issued by banks in the interests of Poste Italiane SpA in favour of third parties Letters of patronage issued by Poste Italiane SpA in the interests of subsidiaries 7,267 35,454 9,899 6,517 48,012 16,058 Total 52,620 70,587 31 Dec 2009 31 Dec 2008 Securities subscribed by customers held by third-party banks Other assets 21,486,200 76,301 23,659,959 368,890 Total 21,562,501 24,028,849 THIRD-PARTY ASSETS 37.5 - Third-party assets Item Other third-party assets almost entirely relate to revenue stamps that the Company was required to sell and distribute under the Agreement with the MEF of 17 March 1995. From 1 January 2007, the 2007 Budget Law requires stamp duty to be paid electronically via the issue of a specific receipt by the authorised intermediary. As a result, based on the instructions contain in a memorandum issued by the tax authorities on 29 December 2006, from 1 January 2007 Poste Italiane SpA has suspended the distribution and sale (including on its own behalf) of all revenue stamps. Despite the fact that there is limited market demand for the stamps held in stock, Poste Italiane SpA is required to continue to hold them. The balance of Other third-party assets includes 10,025 thousand euros representing the cost of goods owned by the subsidiary, PosteShop SpA, and sold through post offices. ASSETS IN THE PROCESS OF ALLOCATION At 31 December 2009 the Company has paid a total of 364,568 thousand euros in claims on behalf of the Ministry of Justice (399,265 thousand euros at 31 December 2008), for which, under the agreement between Poste Italiane SpA and the MEF, the Company – which has already been reimbursed by the Treasury – is awaiting acknowledgement of the relevant account receivable from the Ministry of Justice. LITIGATION In 2008 the Company was charged with violation of certain requirements of Legislative Decree 231/2001. The charges regard the failure to implement appropriate preventive measures at organisational and operational level, thereby permitting the deliberate overestimation of postal savings deposits in 2003, in order to earn an undue amount of income. Whilst it is not possible to predict the outcome of the trial, which is underway at the Court of Naples, it should be noted that the financial and commercial effects of the dispute have been reflected in the financial statements for previous years, and that Poste Italiane SpA has for some time now taken appropriate organisational and operational steps to comply with the requirements of Legislative Decree 231/2001. Financial statements 336 PROCEEDINGS PENDING BEFORE THE AUTHORITIES European Commission In execution of the European Commission’s Decision of 16 July 2008 regarding State aid, and in accordance with instructions from the Company’s shareholder, on 15 January 2009 Poste Italiane SpA paid the amount due to the MEF. The Company’s appeal is pending before the European Community Court. Antitrust Authority On 27 April 2009 the Antitrust Authority notified Poste Italiane SpA that it had begun an investigation of an alleged violation of art. 3 of Law 287/90 or art. 82 of the EU Treaty, relating to bill payment services. The Authority intends to investigate whether or not the “strategy by which Poste Italiane – thanks to its dominant position and its ability to determine the standards for payment forms that exclude their use outside the postal network -, applies contractual conditions that are unjustifiably onerous and that exclude competitors“. Poste Italiane SpA has given certain commitments pursuant to art. 14 ter of Law 287/90, aimed at curbing any anti-competitive behaviour. On 28 December 2009 the Antitrust Authority made binding the commitments formally given by Poste Italiane SpA, with the aim of facilitating the use of alternative channels for the payment of bills. The Authority has adjudged the commitments sufficient to remove the threat to competition and has terminated its investigation without ruling that an infringement had taken place or imposing any penalty. The Antitrust Authority ruling of 15 October 2009 launched an investigation of Poste Italiane SpA in relation to deregulated postal services, in order “to determine whether the Company's actions entailed an abuse of a dominant market position pursuant to art. 82 of the EC Treaty”, with specific reference to the Posta Time product and participation in certain tenders. Consequently, the Company sought to demonstrate to the Authority the "rationale" behind its commercial initiatives and, in the belief that such actions fully comply with competition legislation, on 1 March 2010 it nevertheless decided to give certain specific commitments aimed at curbing any anti-competitive behaviour. If these commitments are accepted the procedure may be closed without any penalties for Poste Italiane SpA. The outcome of the subsequent phases of the investigation, which is currently underway, is awaited, but the procedure is expected to be completed by 18 November 2010. Bank of Italy Following the results of the Bank of Italy’s inspection of BancoPosta in 2008, in April 2009 the Company responded to the inspectors’ findings with its own observations and proposals regarding the initiatives it intends to take in order to resolve the problems identified, which will be periodically provided and continuously updated. In a letter dated 13 August 2009 the Supervisory Authority acknowledged the Company's intention to undertake necessary corrective measures regarding BancoPosta's organisational and accounting structure in order to bring it fully into line with the relevant legislation, and also advised Poste Italiane to continue its planning and/or implementation of projects aimed at overcoming the specific issues that emerged during the inspection. On 25 February 2010 the Company notified the Bank of Italy on the state of progress as of 31 December 2009 of the planned activities. In tandem with these activities, a joint working group was set up, including the Bank of Italy, the shareholder, the Ministry of the Economy and Finance, and Poste Italiane SpA, in order to assess the best means for identifying legally independent capital for BancoPosta, in order to apply prudential supervision requirements and protect BancoPosta's creditors. Poste Italiane | Annual Report Notes to the financial statements 337 DISCLOSURE OF FEES PAID TO THE INDEPENDENT AUDITORS In 2009 Poste Italiane SpA independently adopted guidelines governing the procedures for awarding contracts to the Independent Auditors or companies within its network. The guidelines also require the Company to provide a summary of the contracts awarded. The following table shows fees, broken down by type of service, payable to PricewaterhouseCoopers SpA and companies within its network for 2009. 37.6 - Disclosure of fees paid to the Independent Auditors Item Entity providing service Audit PricewaterhouseCoopers SpA PricewaterhouseCoopers network 878 - Voluntary audits or audit-related services PricewaterhouseCoopers SpA PricewaterhouseCoopers network 90 - Services other than audit PricewaterhouseCoopers SpA PricewaterhouseCoopers network 1,077 Total (*) Fees (*) 2,045 The above amounts do not include incidental expenses and charges. The services other than audit mainly regard a long-term contract, awarded by Poste Italiane SpA via a tender process, for monitoring the quality of the Priority Mail and Posta Target services. 38 - EVENTS AFTER 31 DECEMBER 2009 Events after the end of the reporting period are described in the above notes. No other material events have taken place after 31 December 2009. Financial statements 338 Attestation of the separate and consolidated financial statements for the year ended 31 December 2009 pursuant to art.154-bis of Legislative Decree 58/1998 1. The undersigned, Massimo Sarmi, as Chief Executive Officer, and Alessandro Zurzolo, as Manager responsible for Poste Italiane SpA’s financial reporting, having also taken account of the provisions of art.154-bis, paragraphs 3 and 4 of Legislative Decree 58 of 24 February 1998, attest to: – the adequacy with regard to the nature of the Company and – the effective application of the administrative and accounting procedures adopted in preparation of the separate and consolidated financial statements during 2009. 2. In this regard, it should be noted that: 2.1 as highlighted in the Internal Control-Integrated framework model issued by the Committee of Sponsoring Organizations of the Treadway Commission, which represents the international standard body of generally accepted principles of internal control, as expressly referred to by Confindustria (the main organization representing Italian manufacturing and services companies) in its Guidelines for the role of Manager responsible for financial reporting pursuant to art.154-bis of the Consolidated Law on Finance, an internal control system, no matter how well designed and implemented, can only provide reasonable, not absolute, assurance that the company’s objectives will be achieved, including true and fair financial reporting; 2.2 a number of activities, including checks on the effective application of administrative and accounting procedures, are in progress. 3. We also attest that: 3.1 the separate and consolidated financial statements: a) have been prepared in compliance with the International Financial Reporting Standards endorsed by the European Union through EC Regulation 1606/2002, issued by the European Parliament and by the Counsel on 19 July 2002; b) are consistent with the underlying accounting books and records; c) give a true and fair view of the financial position and results of operations of the Company and its subsidiaries included in the basis of consolidation. 3.2 the Directors’ Report on Operations includes a reliable operating and financial review of the Company and of the Group, as well as a description of the main risks and uncertainties to which they are exposed. Rome, Italy 24 March 2010 Chief Executive Officer Massimo Sarmi Manager responsible for financial reporting Alessandro Zurzolo (This certification has been translated from the original which was issued in accordance with Italian legislation) Poste Italiane | Annual Report Attestation of the separate and consolidated financial statements | Statutory Auditors’ Report 339 STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS OF POSTE ITALIANE SPA FOR THE YEAR ENDED 31 DECEMBER 2009 To the Shareholders of Poste Italiane SpA During the year ended 31 December 2009 the Board of Statutory Auditors carried out its activities in accordance with the law, based on the recommendations issued by the Italian Accounting Profession. In particular, the Board of Statutory Auditors states that: • we have verified compliance with the law and the articles of association and with correct corporate governance principles; • we attended 11 Board of Directors’ meetings during 2009, which were conducted in accordance with the articles of association, the related legislation and regulations governing their conduct and, in accordance with our duties, can provide reasonable assurance that the actions approved comply with the law, the articles of association and correct corporate governance principles. We also attended two General Meetings of shareholders held in ordinary session and one General Meeting held in ordinary and extraordinary session; • we obtained information on the overall operating performance and outlook, and on the most significant transactions, in terms of size or nature, carried out by the Company and its subsidiaries from the Directors and/or authorised personnel during the 22 meetings held in 2009 (and the 6 meetings held in 2010 prior to preparation of this Report), which were attended by the magistrate from the Italian Court of Auditors, who is responsible for carrying out controls pursuant to art. 12 of Law 259/1958. As a result, in accordance with our duties, we can provide reasonable assurance that the actions carried out comply with the law, the articles of association and correct corporate governance principles; • we held specific meetings with PricewaterhouseCoopers SpA, the firm appointed by the General Meeting of 14 May 2007 as the Company’s independent auditors for the three-year period 2007-2009. The independent auditors were invited to participate in all meetings of the Board of Statutory Auditors, which did not reveal significant aspects or information to be included in this Report; • we held specific meetings with the Supervisory Board set up under Legislative Decree 231/2001 and subsequent amendments, above all to discuss the application and updating of the Company’s organisational model; • we obtained information from the Company’s management on the operating performances of subsidiaries, which did not reveal significant aspects or information to be included in this Report; • we examined the Company’s organisational structure and its effective functioning, verifying its adequacy via both analysis of company documents and the collection of information during specific meetings with heads of the various functions, including the head of the Internal Auditing department, taking account of the Bank of Italy’s findings described below; • we assessed the administrative and accounting systems, including the capacity of such accounting system to provide a fair view of operations, and compliance with correct corporate governance principles, via direct observation and the gathering of information from departmental heads, from the independent auditors and from the Manager responsible for financial reporting; • we monitored implementation of the initiatives adopted by the Company in order to resolve the issues raised by the Bank of Italy in February 2009; • we complied with the requirements established by art. 52, paragraph 1 of the Consolidated Banking Act. We also declare that during the year under review: • we did not receive reports pursuant to art. 2408 of the Italian Civil Code; • the Board was required to issue opinions pursuant to art. 2389 of the Italian Civil Code, based on the proposals of the Remuneration Committee. Financial statements 340 The financial statements for the year ended 31 December 2009, which have been prepared under the International Financial Reporting Standards (IFRS) adopted by the European Union and contained in the related EU Regulations, report profit for the year of 736,660,139 euros (720,796,454 euros for the year ended 31 December 2008). Equity at 31 December 2009, including the profit for 2009, amounts to 4,076,920,460 euros (3,088,988,401 at 31 December 2008). In view of the fact that we were not assigned responsibility for analysing the contents of the financial statements on their merits, we have verified the general presentation and overall compliance with the laws relating to form and content. The Board also verified compliance with the regulations governing preparation of the Directors’ Report on Operations. The Board obtained information on the criteria used to determine provisions for impairments, liabilities and charges, and the related uses. As reported in the notes, such provisions were made to cover losses or liabilities that are either likely or certain to be incurred but are uncertain as to the amount or as to the date on which they will arise. With regard to trade receivables due to the Company from the Ministry of the Economy and Finance and the Cabinet Office, amounting to over 2 billion euros, as reported in the notes to the financial statements, the Board observes that, despite the fact that the Company’s full title to the receivables and its related rights remain unaffected, the progressive increase in such items over time has both required the Company to finance increasing volumes of working capital, with a negative impact on cash management and returns on liquidity, and to partially write down the receivables in question to take account of the risks deriving from the timing and method of payment used by the above debtors. After also taking account of the attestation of the financial statements under review issued by the Chief Executive Officer and the Manager responsible for financial reporting, in addition to the results of the audit procedures carried out by the independent auditors, PricewaterhouseCoopers SpA, as described in the opinion accompanying the financial statements, dated 6 April 2010, in accordance with our duties we recommend that you approve the financial statements for the year ended 31 December 2009, as prepared by the Board of Directors. Dear Shareholders, With regard to the appropriation of profit for the year, the Board wishes to express its agreement with the proposal of the Board of Directors. This General Meeting marks the end of the term of office of the Board of Statutory Auditors elected by the General Meeting of 14 May 2007. In thanking you for your confidence and trust, we would like to express our very best wishes for the important activities carried out by the Company and the Group of which it is the Parent. Rome, Italy 9 April 2010 THE BOARD OF STATUTORY AUDITORS D.ssa Silvana Amadori - Chairwoman Dr. Ernesto Calaprice - Auditor Dr. Francesco Ruscigno - Auditor Poste Italiane | Annual Report Statutory Auditors’ Report | Independent Auditors’ Report 341 INDEPENDENT AUDITORS’ REPORT Financial statements 342 Poste Italiane | Annual Report Independent Auditors’ Report 343 Financial statements POSTE ITALIANE Registered Office viale Europa, 190 00144 Roma - Italia tel +39 06 5958.1 fax +39 06 5958.9100 e-mail [email protected] www.poste.it Corporate information Share capital: 1.306.110.000 euro Rome Companies Register no. 584565/1996 Business Registration Number REA 842633 Tax Code 97103880585 VAT Number 01114601006 This report is printed on recycled paper